IPO and Financing - The company completed its Initial Public Offering on July 3, 2025, raising gross proceeds of $172.5 million from the sale of 17,250,000 Units at a price of $10.00 per Unit[21]. - An additional $4.5 million was generated from the private sale of 2,250,000 Private Placement Warrants at a price of $2.00 per warrant[22]. - A total of $172.5 million from the IPO and private placement was placed in a Trust Account[23]. - The company has $164,287,500 available for a Business Combination as of December 31, 2025, after paying $8,212,500 in Deferred Fees[57]. - The net proceeds from the Initial Public Offering and Private Placement Warrants amount to $164,287,500, which will be used for the initial Business Combination[192]. - Up to $1,500,000 of loans from the Sponsor or Management Team may be convertible into Private Placement Warrants at a price of $2.00 per warrant[144]. - The company has approximately $383,075 available from the Initial Public Offering proceeds to cover potential claims and liquidation costs, estimated to be no more than $100,000[95]. - As of December 31, 2025, the company had cash of $383,075 held outside the Trust Account to fund working capital requirements[143]. Business Combination Strategy - The company intends to focus on companies in the digital assets and blockchain space with an enterprise value of greater than $1.0 billion for its initial Business Combination[34]. - The company plans to structure its initial Business Combination to acquire 100% of the equity interests or assets of the target business[46]. - The company anticipates sourcing potential initial Business Combination targets from various unaffiliated sources, including investment bankers and private investment funds[53]. - The company may pursue a Business Combination with a company affiliated with its Sponsor, officers, or directors, provided an independent valuation opinion is obtained[56]. - The company has not selected a specific Business Combination target but intends to target businesses with enterprise values greater than the net proceeds from its Initial Public Offering and the sale of Private Placement Warrants[202]. - The company may pursue Business Combination opportunities outside of its management's areas of expertise, which could present additional risks[174]. - The company may enter into a Business Combination with a target that does not meet its established criteria, potentially affecting the success of the combination[175]. Shareholder Rights and Redemption - The company will provide Public Shareholders the opportunity to redeem shares at a price approximately equal to $10.00 per share if the initial Business Combination is not completed within the specified period[44]. - Public Shareholders will have the opportunity to redeem their Class A Ordinary Shares upon completion of the initial Business Combination at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[72]. - A Public Shareholder is restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[85]. - The company intends to require Public Shareholders seeking redemption to submit a written request two business days prior to the scheduled vote[141]. - The company will not complete the initial Business Combination or redeem any shares if the aggregate cash consideration for redemptions exceeds the cash available[84]. - If a shareholder vote is not required, the company will conduct redemptions in conjunction with a proxy solicitation[79]. - The approval of the initial Business Combination will require a quorum of at least one third of issued and outstanding shares entitled to vote[78]. - The company will not complete the initial Business Combination if Public Shareholders tender more shares than it is permitted to redeem[81]. - The company’s Sponsor, officers, and directors have agreed to waive their redemption rights for any Founder Shares and Public Shares they hold[73]. Risks and Challenges - The company may need additional financing to complete its initial Business Combination if the cash required exceeds the amount available in the Trust Account[52]. - There is a risk of significant dilution for Public Shareholders if additional funds are raised through equity or convertible debt issuances[52]. - The lack of business diversification may pose risks as the company's success may depend entirely on the performance of a single business post-Business Combination[58]. - The company may face competition from other SPACs, private equity groups, and public companies, which may have greater financial and technical resources[102]. - The company may face significant competition from other SPACs and private investors for Business Combination opportunities, which could limit its ability to complete acquisitions[142]. - The company may not be able to complete its initial Business Combination within the required Combination Period, which could lead to liquidation and a redemption price of approximately $10.00 per share, or possibly less[132]. - The company may incur substantial debt to complete a Business Combination, which could negatively impact its financial condition and shareholder value[191]. - The company may face claims of punitive damages if it distributes proceeds to shareholders before addressing creditor claims in the event of bankruptcy[149]. - The company may not be able to generate sufficient value from the initial Business Combination to offset the dilutive impact of redemptions and other factors, leading to potential net losses for investors[126]. Regulatory and Compliance Issues - The company is required to provide audited financial statements for potential target businesses in accordance with GAAP or IFRS, which may limit the pool of candidates for initial Business Combinations[105]. - The SEC adopted the 2024 SPAC Rules, which require additional disclosures related to SPAC business combinations and may increase costs and time needed to complete an initial Business Combination[152][154]. - Compliance with laws and regulations may be difficult and costly, potentially affecting the company's ability to negotiate and complete its initial Business Combination[151]. - The Sarbanes-Oxley Act compliance obligations may increase the time and costs associated with completing an initial Business Combination[213]. - The process of government review could be lengthy, and failure to obtain required approvals within the requisite time may require the company to liquidate[207]. - The company is aware of litigation claiming that certain SPACs should be considered investment companies, which could impose additional regulatory burdens[160]. Management and Operational Considerations - The Advisory and Management Teams have extensive experience in sourcing and evaluating potential Business Combination targets, enhancing the company's competitive advantage[30]. - The company has only two officers and no full-time employees prior to the completion of the initial Business Combination[103]. - The company may not maintain control of a target business after the initial Business Combination, potentially impacting management effectiveness[216]. - Limited ability to assess the management of a prospective target business may lead to challenges in managing a public company post-Business Combination[217]. - Loss of key personnel from an acquisition candidate post-Business Combination could adversely affect operations and profitability[215]. - The company may engage underwriters to provide additional services, which could create conflicts of interest in sourcing and consummating a Business Combination[129]. Miscellaneous - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares exceeds $700 million[111]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain revenue and market value thresholds are met[112]. - The company’s initial shareholders own 20% of the issued and outstanding Ordinary Shares, which may influence the approval of Business Combinations[121]. - The company may complete its initial Business Combination without seeking shareholder approval, limiting public shareholders' ability to vote[120]. - The company has provisions in its Amended and Restated Charter that allow for amendments with the approval of at least two-thirds of its Ordinary Shares, which is a lower threshold compared to some other SPACs[199]. - The company has issued 2,250,000 Private Placement Warrants at $2.00 per warrant, which will be worthless if the initial Business Combination is not completed[189]. - The company’s Founder Shares were issued at a price of approximately $0.006 per share, representing 20% of the outstanding shares post-Initial Public Offering[187].

Financial Performance - Forian reported Q4 2025 revenue of $7.96 million, a 37% increase from $5.81 million in Q4 2024[3] - The net loss for Q4 2025 was $(1.82) million, compared to a net income of $0.20 million in Q4 2024, representing a 1012% decline[4] - For the full year 2025, revenue reached $30.26 million, a 50% increase from $20.15 million in 2024[5] - The net loss for the full year 2025 was $(2.87) million, an improvement of 24% compared to $(3.77) million in 2024[5] - Adjusted EBITDA for the full year 2025 was $0.84 million, a 72% increase from $0.49 million in 2024[5] - The company reported a net loss of $2,874,042 for the year ended December 31, 2025, compared to a net loss of $3,771,070 in 2024, representing a 28.5% improvement[18] - Revenue for the year ended December 31, 2025, was $30,256,919, an increase of 50.9% from $20,153,263 in 2024[29] - Adjusted EBITDA for the year ended December 31, 2025, was $840,408, compared to $489,134 in 2024, indicating a significant increase in operational performance[29] Cash and Liquidity - Cash, cash equivalents, and marketable securities totaled $31.6 million as of December 31, 2025[4] - Cash and cash equivalents at the end of 2025 were $12,903,760, up from $4,590,661 at the end of 2024, reflecting a strong liquidity position[18] - The company generated net cash provided by operating activities of $2,886,473 in 2025, a substantial increase from $282,827 in 2024[18] - The company’s cash flows from investing activities provided $12,943,231 in 2025, compared to $17,288,745 in 2024, indicating a decrease in investment activity[18] - The company’s net cash used in financing activities was $7,516,605 in 2025, a reduction from $19,023,897 in 2024, showing improved cash management[18] Operational Highlights - Forian achieved revenue guidance targets driven by key contract renewals that offset churn and data supply headwinds[9] - The company expanded its data platform and partnerships, addressing upstream data supply challenges[9] - Forian's market penetration with life sciences customers increased as pharmaceutical and biotech companies adopted its data and analytics offerings[9] Stock and Financing - The company incurred stock-based compensation expenses of $3,276,379 in 2025, down from $6,528,397 in 2024, indicating a reduction in equity compensation costs[29] - The company’s interest expense decreased to $142,351 in 2025 from $708,933 in 2024, reflecting lower financing costs[29] Acquisition Activity - A consortium led by Forian's CEO submitted a non-binding proposal to acquire all outstanding shares not owned by the consortium, with discussions ongoing[7] - The company reported a gain on bargain purchase of $0 in 2025, compared to a loss of $1,204,830 in 2024, suggesting improved acquisition performance[29]

Financial Performance - The company reported net losses of $56.0 million, $83.7 million, and $101.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, with an accumulated deficit of $490.5 million as of December 31, 2025[360]. - The company has not generated any revenue from product sales and does not expect to do so in the near future[365]. - The company anticipates continuing to incur losses while evaluating strategic alternatives, which may include dissolution and liquidation if no transaction occurs[385]. Operating Expenses - Total operating expenses for 2025 were $59.1 million, down from $90.6 million in 2024, reflecting a decrease of $31.5 million[377]. - Research and development expenses decreased by $31.9 million in 2025 compared to 2024, primarily due to a $26.3 million reduction in clinical expenses and a $4.8 million decrease in personnel-related expenses[378]. - General and administrative expenses decreased by $4.9 million in 2025 compared to 2024, mainly due to a $4.4 million reduction in stock-based compensation and personnel-related expenses[379]. - Restructuring and impairment charges increased by $5.3 million in 2025 compared to 2024, primarily due to one-time severance-related costs and higher impairment costs on certain equipment[381]. - The company expects operating expenses to continue to decrease in 2026 due to workforce reductions and the suspension of various development efforts[360]. Workforce and Restructuring - The company initiated a restructuring plan in October 2025, reducing its workforce by approximately 70% to focus on strategic alternatives for zetomipzomib development[372]. - The company reduced its workforce by approximately 70% as part of cost reduction efforts[386]. Cash Flow and Liquidity - As of December 31, 2025, the company had $71.9 million in cash and cash equivalents, with a net loss of $56.0 million for the year[384]. - Cash used in operating activities for the year ended December 31, 2025, was $51.8 million, compared to $74.2 million in 2024[392]. - Net cash provided by investing activities was $92.5 million for the year ended December 31, 2025, primarily from maturities of marketable securities[396]. - Cash used in financing activities was $10.6 million for the year ended December 31, 2025, related to loan repayments[397]. - The company expects material cash requirements of approximately $2.4 million through fiscal year 2026, primarily for operating leases[390]. - The company estimates that existing cash and cash equivalents will be sufficient to meet projected operating requirements for at least the next 12 months[386]. Interest and Non-Cash Charges - Interest income decreased by $4.0 million in 2025 compared to 2024, attributed to lower cash equivalents and marketable securities balances[382]. - Non-cash charges for the year ended December 31, 2025, included $9.0 million for stock-based compensation and $0.9 million for impairment loss of long-lived assets[393]. Asset Transactions - The company entered into an asset purchase agreement with Enodia Therapeutics SAS in March 2026, transferring assets from its Sec61-based discovery and development program[361].

Investment Portfolio - As of December 31, 2025, the fair value of the investment portfolio, excluding cash and cash equivalents, was $114.3 million, down from $128.4 million in 2024[359]. - The fair value of investments is projected to be $113,030,000 with no change in interest rates[361]. - A 200 basis point decrease in interest rates is estimated to increase the fair value of investments by $6,205,000, resulting in a 5.5% increase in shareholders' equity[361]. - A 100 basis point decrease in interest rates is projected to increase the fair value of investments by $3,007,000, leading to a 2.7% increase in shareholders' equity[361]. - As of December 31, 2025, a 200 basis point increase in interest rates is estimated to decrease the fair value of investments by $5,380,000, resulting in a 4.8% decline in shareholders' equity[361]. Debt Securities Portfolio - The option adjusted duration of the debt securities portfolio was 2.6 years as of December 31, 2025, compared to 2.7 years in 2024[359]. - The primary market risk exposure to the debt portfolio is interest rate risk, with the fair market value of fixed-income securities inversely related to changes in market interest rates[358]. - The company primarily invests in investment-grade securities to manage credit risk associated with its debt securities portfolio[362]. Interest Rate Risk Management - The company aims to mitigate interest rate risks by investing in securities with varied maturity dates and managing the duration of the investment portfolio within a defined range of three to four years[359]. Insurance Regulation - The company’s insurance subsidiaries are subject to various state regulations designed to protect policyholders, which may impact profitability[72]. - The company must file premium rate schedules and policy forms for review and approval by insurance regulators, which can affect the ability to adjust rates[78]. - Membership in insolvency funds is required, with minimal assessments reported for the years ended December 31, 2025, and 2024[80]. - The company’s insurance licenses are subject to state regulatory authorities, which have broad discretion over granting and renewing licenses[79]. Underwriting Profitability - The combined ratio is a key measure of underwriting profitability, with a ratio under 100% indicating profitable results[87]. - The company’s adjusted operating income (loss) is a non-GAAP measure that excludes net realized investment gains and losses, providing insight into operational performance[86]. Reinsurance and Credit Risk - The net amount due from reinsurers was $79.4 million as of December 31, 2025, down from $97.5 million in 2024, indicating a decrease of approximately 18.5%[364]. - The company selects reinsurers with an A.M. Best rating of "A-" or better to mitigate credit risk and continuously evaluates their financial condition[363]. - The company remains obligated to pay claims regardless of reinsurer performance, maintaining primary liability to policyholders[363]. Inflation Impact - Inflation is not believed to have a material effect on the company's operations, except for its impact on interest rates and claims costs[365]. - The company considers inflation effects in pricing and estimating reserves for unpaid losses and loss adjustment expenses (LAE)[365].

Financial Performance - Entera Bio reported a net loss of $11.4 million, or $0.25 per ordinary share, for the year ended December 31, 2025, compared to a net loss of $9.5 million, or $0.25 per ordinary share, for 2024[9]. - Total operating expenses for 2025 were $11.5 million, compared to $9.6 million in 2024, reflecting increased costs associated with research and administrative activities[11]. - Cash and cash equivalents were $14.9 million as of December 31, 2025, including $7.8 million in restricted cash for the OPKO collaboration, expected to support operations through mid-Q3 2026[8]. Research and Development - Research and development expenses increased to $6.0 million for the year ended December 31, 2025, up from $4.5 million in 2024, primarily due to ongoing regulatory and Phase 3 preparation activities for EB613[10]. - Entera submitted a streamlined Phase 3 protocol for EB613 to the FDA in March 2026, aiming for topline results in the second half of 2028, one year earlier than previously expected[3]. - The planned Phase 3 trial for EB613 will involve 750 postmenopausal women with osteoporosis, with the primary outcome measure being the percentage change in total hip bone mineral density from baseline to month 12[3]. Collaborations and Product Development - Entera's collaboration with OPKO for the development of the oral long-acting PTH tablet (EB612) is fully funded through Phase 1, with an IND application expected to be filed in late 2026[7]. - The company achieved positive preclinical data for its long-acting PTH analogs, showing a significantly longer plasma half-life compared to existing treatments[7]. - Entera's N-Tab® oral peptide platform has shown differentiated preclinical data for multiple targets, including LA-PTH and GLP-1/Glucagon, which are expected to drive value for patients[2]. - The company is developing the first oral dual GLP-1/Glucagon tablet (EB618) for obesity and metabolic diseases, with Phase 1 data expected by year-end 2026 to catalyze its advancement[5].

Company Overview - QuickLogic Corporation develops programmable logic semiconductor technologies, including embedded Field Programmable Gate Array (eFPGA) intellectual property and specialized FPGA devices[31]. - The company's current product offerings include eFPGA IP licensing and FPGA silicon products, such as EOS™, ArcticLink® III, and PolarPro® series[36]. - QuickLogic's eFPGA IP is developed across various semiconductor manufacturing process technologies, including nodes such as 12nm, 16nm, and 28nm, with a roadmap targeting advanced nodes[38]. - QuickLogic's technologies are utilized in markets requiring adaptable hardware functionality, including aerospace, defense, and industrial systems[33]. Manufacturing and Supply Chain - The company reported a reliance on third-party semiconductor foundries and manufacturing partners for fabrication, assembly, and testing of silicon products[39]. - The company utilizes a fabless manufacturing model, leveraging third-party foundries to focus on programmable logic architecture development and customer engagement[82]. - The company outsources wafer fabrication primarily to GlobalFoundries and TSMC, leveraging their manufacturing scale and process technologies[104]. - Global supply chain constraints have not materially impacted the company, but inflationary pressures may dilute gross profit and limit the ability to offset increased costs with price hikes[177]. Financial Performance and Risks - QuickLogic has incurred losses in past years and may struggle to generate sufficient revenue to fund future operations[20]. - The company faces risks related to dependence on a limited number of significant customers for a substantial portion of its revenue[29]. - One customer accounted for approximately 44% of total revenue from continuing operations for the year ended December 28, 2025, while another customer represented about 11%[93]. - The company may need to obtain additional funds through strategic divestiture or selling debt or equity securities if cash flow levels are not achieved, which may not be available on commercially reasonable terms[123]. - Future operating results are likely to fluctuate, and past performance may not be indicative of future results, potentially affecting the company's financial condition[125]. - The company has incurred net losses in past years while developing new products, applications, and technologies, but new products are generating stable gross margins year over year[123]. Market and Competition - The semiconductor industry is highly competitive, and QuickLogic must effectively compete to maintain its market position[26]. - The semiconductor industry is characterized by rapid technological change and competition from both established and smaller companies in the programmable logic market[95]. - The company is subject to significant competition from both established and emerging semiconductor firms, which may affect its market share and operational performance[172]. - The global FPGA market was valued at approximately $11.7 billion in 2025 and is projected to grow to approximately $19.3 billion by 2030, reflecting a significant growth driven by increasing demand for hardware acceleration and adaptable system architectures[53]. Research and Development - R&D expenses for the fiscal year ended December 28, 2025, were $5.3 million, representing 38% of revenue, compared to $5.8 million or 30% of revenue for the fiscal year ended December 29, 2024[103]. - QuickLogic's growth strategy includes expanding its eFPGA IP business and developing additional programmable logic devices and architectures to meet ongoing demand[42]. - The company collaborates with industry partners to develop integrated hardware solutions that combine programmable logic with other semiconductor technologies[86]. Intellectual Property and Compliance - The company relies on a combination of patents, copyrights, and trade secrets to protect its proprietary technologies, but may face challenges in maintaining these protections[135]. - The company has a significant number of U.S. and foreign patents, but existing patents may be challenged or invalidated, impacting competitive position[137]. - Compliance with evolving data protection laws like GDPR and CCPA is crucial, as failure to comply could lead to significant fines and operational disruptions[133]. - The company may face significant expenses from future litigation related to intellectual property rights, which is critical for maintaining competitive advantage[141]. Customer Engagement and Sales - QuickLogic collaborates with ecosystem partners for co-marketing and technology initiatives, enhancing its IP and silicon platforms[37]. - The company’s sales are supported by a network of distributors in North America, Europe, and Asia, focusing on strategic customer engagements and technical support[90]. - Sales under contracts with the U.S. Government represented 44% of total net sales from continuing operations in 2025[209]. Operational Challenges - The company faces challenges in attracting and retaining key management and technical personnel, which could adversely affect its ability to execute current plans[144]. - New hires require extensive training, and attrition can result from various factors, potentially impacting financial condition and operational results[145]. - The company relies heavily on internal information systems and third-party support, with risks from outages or data breaches that could materially affect operations and financial results[146]. - The company may incur costs related to compliance with regulations on conflict minerals, which could affect its ability to source materials and maintain supplier relationships[180]. Economic and Political Factors - Political, economic, and health risks, including pandemics, could materially disrupt operations and negatively impact financial performance[159]. - Changes in U.S. trade policy could lead to retaliatory actions by affected countries, impacting the company's ability to do business globally[200]. - The new Presidential administration plans to significantly cut federal spending and reorganize the federal workforce, which may impact current and future business with the U.S. government[211]. - Rising inflation may shift U.S. defense spending priorities, potentially reducing expected revenues from certain programs[212].

Company Overview - The company is a newly organized blank check company incorporated on July 25, 2025, with no operating revenues generated to date and no specific business combination target selected yet [21]. - The company has not selected any specific business combination target yet and has not engaged any agents to identify potential acquisition candidates [95]. - The company is an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A ordinary shares held by non-affiliates exceeds $700 million [87]. - The company is also a "smaller reporting company," which allows it to provide reduced disclosure obligations until it meets certain market value and revenue criteria [173]. - The company has no operating history or revenues until the completion of its initial business combination, posing a risk to investors [175]. Target Sectors and Strategy - The focus will be on businesses in the maritime, logistics, and digital infrastructure sectors, which are experiencing significant transformation and present compelling opportunities [22]. - Target sectors include marine technology, marine services, U.S.-focused marine businesses, marine logistics, vessel technical management, and data centers, emphasizing recurring revenue models and high barriers to entry [23][25]. - The marine technology sector is expected to drive digital transformation in the maritime industry, with key innovations in fleet monitoring, predictive maintenance, and emissions tracking [26]. - The U.S. marine industry is poised for long-term growth, supported by favorable regulatory tailwinds and increased federal and private investment, particularly in domestic shipbuilding and repair operations [28]. - Marine logistics providers are well-positioned to capitalize on trends in automation and digitization, with increasing demand for integrated supply chain solutions [30]. - The company aims to target data center platforms with scalable infrastructure to support the growing demand for AI workloads, representing a compelling investment opportunity [32]. Management Team and Experience - The management team has significant experience in executing public acquisition vehicles, having raised over $20 billion across 30 maritime transactions [35]. - The management team has completed approximately $9 billion in transactions across public and private equity, and facilitated over $7 billion in M&A activity [36]. - The company’s management team will leverage their industry experience and network to identify acquisition targets [97]. - The management team will utilize a thorough due diligence process, including meetings with management and document reviews, to evaluate prospective target businesses [51]. - The management team has a history of successfully navigating multiple periods of economic drawdowns, enhancing their capability to identify suitable acquisition targets [48]. Acquisition Strategy - The company aims to identify, acquire, and build businesses in seven market areas, including marine technology and logistics, leveraging management's significant experience in these sectors [44]. - The acquisition strategy focuses on companies with an enterprise value between $600 million and $1.8 billion, targeting those with resilient business models and attractive cash flow profiles [49]. - The company intends to partner with management teams that are incentivized to create shareholder value, seeking those who desire a significant equity stake post-business combination [49]. - The company will not be limited to a specific industry or geographic region, allowing flexibility in its acquisition strategy [44]. - Relationships cultivated from years of transaction experience are expected to provide potential acquisition opportunities [45]. Financial Considerations and Risks - The company has $221,440,427 available for a business combination as of December 31, 2025, including $9,200,000 of deferred underwriting fees [92]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account [96]. - The company may face risks if the sponsor divests ownership or economic interests before identifying a business combination [68]. - The company may evaluate risks inherent in target businesses but cannot assure complete risk assessment [58]. - The initial business combination may involve companies in early stages of development, increasing inherent risks [58]. - The company may incur significant dilution to public shareholders due to the nominal price of founder shares and potential anti-dilution features [72]. - The company may face risks associated with seeking business combinations with financially unstable or early-stage companies [93]. - The company may incur substantial debt in connection with a business combination, which could lead to default if operating revenues are insufficient to meet debt obligations [159]. Shareholder Rights and Redemption - Public shareholders can redeem Class A ordinary shares at an initial anticipated price of $10.00 per share upon completion of the initial business combination [120]. - The company requires 8,525,001 shares, or 37% of the 23,000,000 public shares sold in the initial public offering, to be voted in favor of the initial business combination for approval [125]. - If the initial business combination is not completed within 24 months from the closing of the initial public offering, the company will redeem public shares at a price equal to the amount in the trust account, minus up to $100,000 for dissolution expenses [138]. - Shareholders can redeem their shares either through a shareholder meeting or a tender offer, with the decision made at the company's discretion [121]. - The company will not proceed with redemptions if the business combination does not close, even if a shareholder has elected to redeem [120]. - The company’s management and sponsors have agreed to waive their redemption rights concerning founder shares and private placement shares in connection with the initial business combination [125]. - 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 [136]. - The company will liquidate and dissolve if it fails to complete a business combination within the 24-month timeframe, with no redemption rights for warrants [139]. Conflicts of Interest - Conflicts of interest may arise due to fiduciary duties of directors and officers, but the company anticipates that these will not materially affect its ability to select appropriate acquisition targets [54]. - The sponsor and directors agree to vote in favor of proposed initial business combinations and not to redeem public shares in connection with shareholder approval [67]. - The sponsor owns approximately 20% of the issued and outstanding ordinary shares immediately following the initial public offering, requiring 8,525,001 or 37% of the 23,000,000 public shares to approve an initial business combination [181]. - The company has renounced any interest in corporate opportunities that may conflict with the interests of its directors or officers [80]. - The company may seek shareholder approval based on various business and legal reasons, including the expected cost and risk of failure to approve [111]. Operational and Market Risks - The company may face increased competition for attractive business combination targets due to the rising number of SPACs, which could lead to higher costs or delays in finding suitable targets [207]. - The company may not be able to acquire a target business if it cannot meet financial statement requirements, potentially limiting its pool of acquisition candidates [165]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, making it difficult to enter into agreements [183]. - The company may pursue acquisition opportunities outside of its management's area of expertise, which could pose additional risks [216]. - The management team’s past performance may not be indicative of future investment performance, posing risks to shareholders [183].

Financial Performance - Net sales for fiscal 2025 were $21,764 million, a decrease of $529 million or 2.4% compared to 2024, primarily due to store closures contributing approximately $700 million in annual net sales in the prior year [164]. - Comparable sales on an owned-plus-licensed-plus-marketplace basis increased by 1.5% in 2025, compared to a decline of 0.9% in 2024 [164]. - Macy's comparable sales were up 0.4% on an owned-plus-licensed-plus-marketplace basis, while go-forward business comparable sales were up 0.6% [162]. - Bloomingdale's achieved a 7.4% increase in comparable sales, marking its highest growth in 14 quarters [162]. - Bluemercury recorded its 20th consecutive quarter of comparable sales growth, driven by expanded brand partnerships [160]. - Net income for 2025 was $642 million, with diluted earnings per share of $2.32, compared to $582 million and $2.07 in 2024 [197]. - Adjusted EBITDA for 2025 was $1,842 million, down from $1,977 million in 2024, while EBITDA increased to $1,873 million from $1,760 million [199]. Expenses and Costs - Gross margin for 2025 was $8,267 million, representing 38.0% of net sales, a decrease of 40 basis points from 2024 [166]. - SG&A expenses decreased by $90 million or 1% from 2024 to 2025, totaling $8,240 million, which is 36.4% of total revenue [167]. - The company recognized impairment, restructuring, and other costs of $230 million in 2025, primarily related to its Bold New Chapter strategy [169]. - Impairment, restructuring, and other costs amounted to $230 million in 2025, compared to $171 million in 2024 and $1,027 million in 2023 [199]. - The company recorded pension settlement charges of $67 million in 2025, up from $46 million in 2024 [199]. Cash Flow and Capital Expenditures - Net cash provided by operating activities increased to $1,430 million in 2025, up from $1,278 million in 2024, primarily due to working capital changes [180]. - Capital expenditures for 2025 were $740 million, focused on digital and technology investments and omni-channel capabilities, with plans for approximately $800 million in 2026 [182][183]. - The company repurchased 17.7 million shares at an average cost of $14.21 per share for a total of $251 million in 2025, with $1.1 billion remaining under the share repurchase authorization [186]. Tax and Debt - The effective tax rate increased to 24.4% in 2025 from 23.7% in 2024, influenced by state and local taxes [174]. - The company completed debt transactions in 2025, including the issuance of $500 million in senior unsecured notes and the redemption of $393 million in senior notes [190]. - Net interest expense decreased by 16% to $97 million in 2025, driven by reduced average outstanding debt balances [173]. Pension and Market Risk - The company did not anticipate making funding contributions to the Pension Plan in 2026, having made no contributions in 2025 and 2024 [211]. - The assumed annual long-term rate of return for the Pension Plan's assets was increased to 6.00% as of January 31, 2026, from 5.50% in 2025 [213]. - The company discounted its future pension obligations using a weighted-average rate of 5.23% at January 31, 2026, compared to 5.52% at February 1, 2025 [214]. - The company is exposed to market risk from changes in interest rates but has determined there was no material market risk exposure as of January 31, 2026 [218]. - The company manages interest rate risk through regular operating and financing activities, utilizing fixed-rate instruments for borrowings [218]. Other Developments - The company opened a new fulfillment center in China Grove, incorporating automation and AI to enhance supply chain efficiency [162]. - Digital sales accounted for 35% of net sales in 2025, up from 33% in 2024 [164]. - The company recognized $328 million in income from the settlement of credit card interchange fee litigation in 2025 [170]. - The company ended 2025 with cash and cash equivalents of $1,246 million, down from $1,306 million in 2024 [178]. - The company has approximately $6.0 billion in future operating lease obligations due after 2030 and $3.6 billion in other obligations, primarily merchandise purchase obligations [181]. - The company paid dividends totaling $197 million in 2025, with a declared quarterly dividend of 19.15 cents per share for 2026 [184][185]. - The company continues to monitor key inputs to the fair values of its reporting units, indicating potential for future impairment charges [209].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on February 9, 2026, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at a price of $10.00 per Unit[17]. - An additional $4,955,000 was generated from the private sale of 495,500 Private Placement Units at the same price of $10.00 per Unit[18]. - A total of $230,000,000, consisting of $227,080,000 from the IPO and $2,920,000 from the Private Placement, was placed in a Trust Account[19]. - The company has approximately $1,279,183 in proceeds held outside the Trust Account as of the closing of the Initial Public Offering[120]. - The company incurred total fees of $11,725,502 related to the Initial Public Offering, including a cash underwriting fee of $2,855,000 and a Deferred Fee of $8,050,000[198]. - The Underwriters were paid a cash underwriting discount of $3,105,000, which is 1.35% of the gross proceeds from the Public Units offered in the Initial Public Offering[209]. Business Combination Strategy - The company must complete its initial Business Combination by February 9, 2028, or face termination and distribution of Trust Account funds[20]. - The company aims to identify and partner with businesses in high-growth, recession-resilient subsectors, focusing on industries with significant market potential[29]. - The investment criteria include businesses with clear competitive advantages, high growth potential, and experienced management teams[39]. - The company has $221,950,000 available for a Business Combination, assuming no redemptions, providing flexibility in structuring the transaction[44]. - The company anticipates structuring its initial Business Combination to acquire 100% of the target business, but may also acquire less than 100% if it meets certain objectives[49]. - The company may pursue targets outside the U.S. and Europe, aligning with its investment thesis based on market dynamics and regulatory trends[32]. - The company may utilize cash, debt, or equity securities for the Business Combination, providing flexibility in structuring the transaction[66][67]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, potentially exceeding the amounts held in the Trust Account[70]. - The company may face conflicts of interest due to its officers and directors having obligations to other entities, which could impact the Business Combination process[55][62]. - The company may pursue a Business Combination with financially unstable or early-stage companies, which carries inherent risks[67]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their Class A Ordinary Shares at a per-share price initially anticipated to be $10.00, based on the amount in the Trust Account[91]. - If the cash consideration required for redemptions exceeds the available cash, the company will not complete the initial Business Combination or redeem any Public Shares[92]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer upon the completion of the initial Business Combination[93]. - A minimum of 7,418,918 Public Shares, or 32.3% of the 23,000,000 Public Shares, is required for an Ordinary Resolution to approve the initial Business Combination[98]. - If a Special Resolution is needed, 12,612,612 Public Shares, or 54.8% of the 23,000,000 Public Shares, must be voted in favor[98]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the Public Shares sold in the IPO without prior consent[109]. - The redemption process may incur a nominal fee of approximately $100 charged by the transfer agent for processing[112]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[114]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules[102]. - Redemption requests can be withdrawn at any time up to the specified date in the proxy materials or tender offer documents[113]. Financial Performance and Obligations - For the period from October 24, 2025, through December 31, 2025, the company reported a net loss of $63,178, primarily due to formation and administrative costs[197]. - As of December 31, 2025, the company had no cash and a working capital deficit of $101,914[202]. - The company had borrowed a total of $165,233 under the Promissory Note, which was fully settled on February 9, 2026[204]. - The company has no long-term debt or capital lease obligations as of December 31, 2025[206]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[200]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[172]. Risks and Challenges - The company may face competition from other entities, including SPACs and private equity groups, which could limit its ability to acquire larger target businesses[131]. - The company may struggle to obtain additional financing for its initial Business Combination, potentially leading to restructuring or abandonment of the deal[144]. - The company may encounter increased competition for attractive targets as the number of SPACs evaluating targets rises, which could increase costs and hinder successful Business Combinations[144]. - The company may be adversely affected by global geopolitical conditions, including the ongoing Russia-Ukraine conflict, impacting its search for target businesses[146]. - The company may face risks related to the inability to complete its initial Business Combination within the Combination Period, which could lead to the redemption of Public Shares[143]. - The company may have limited ability to assess the management of a prospective target business, affecting the success of the initial Business Combination[150]. - The company may be subject to additional risks if the initial Business Combination is with a company located outside of the United States[154]. Management and Governance - The management team has a proven track record in stigmatized markets, with notable investments including JUUL and MindMed, achieving significant value creation[34]. - The Management Team's extensive network is expected to provide a substantial number of potential Business Combination targets, enhancing sourcing opportunities[57][59]. - The company has not yet selected any Business Combination target and has not initiated substantive discussions with any potential targets[69]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[133]. - Financial statements of prospective target businesses will need to comply with GAAP or IFRS, which may limit the pool of potential candidates[134]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2026, as required by the Sarbanes-Oxley Act[137]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[139]. - The company will remain an emerging growth company until it achieves total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[140]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value or revenue thresholds are met[141].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on February 9, 2026, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[17]. - An additional $4,955,000 was generated from the private sale of 495,500 Private Placement Units at the same price of $10.00 per Unit[18]. - A total of $230,000,000, consisting of $227,080,000 from the IPO and $2,920,000 from the Private Placement, was placed in a Trust Account[19]. - The total amount of $230,000,000 from the IPO and Private Placement was placed in a Trust Account, which may only be invested in U.S. government securities or money market funds[179]. - The Underwriters received a cash underwriting discount of $3,105,000 and are entitled to a Deferred Fee of $8,050,000, payable upon the consummation of a Business Combination[194]. - The company incurred total fees of $11,725,502 in the Initial Public Offering, including a cash underwriting fee of $2,855,000 and a Deferred Fee of $8,050,000[198]. - The Underwriters received a cash underwriting discount of $3,105,000, which is 1.35% of the gross proceeds from the Public Units offered in the Initial Public Offering[209]. Business Combination Plans - The company must complete its initial Business Combination by February 9, 2028, or face termination and distribution of Trust Account funds[20]. - The company aims to identify and partner with businesses in high-growth, recession-resilient subsectors, focusing on industries with significant market potential[29]. - The company intends to leverage its extensive network and operational expertise to support partner companies post-combination, maximizing long-term shareholder value[33]. - The company has $221,950,000 available for a Business Combination, assuming no redemptions, providing flexibility in structuring the deal[44]. - The company anticipates structuring its initial Business Combination to acquire 100% of the target business, but may acquire less than 100% if it meets certain objectives, provided it owns or acquires at least 50% of the voting securities[49]. - The company is not prohibited from pursuing a Business Combination with an affiliated company, but must obtain a fairness opinion from an independent entity if such a transaction occurs[50]. - The company has not yet selected any Business Combination target and has not initiated substantive discussions with any potential targets[69]. - The company believes its management team's extensive network will provide a substantial number of potential Business Combination targets[57]. - The company offers target businesses a more expeditious and cost-effective method to go public compared to traditional IPOs, which can be subject to market conditions and underwriting risks[63]. - The company may use cash, debt, or equity securities for the Business Combination, providing flexibility in structuring the transaction[66]. - The company plans to conduct a due diligence review of prospective target businesses, which will include meetings with management, document reviews, and inspections of facilities[74]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, potentially exceeding the amounts held in the Trust Account[70]. - The company may depend entirely on the future performance of a single business post-Business Combination, which could expose it to significant risks due to lack of diversification[76]. - The company may face competition from other SPACs, private equity groups, and public companies in identifying and acquiring target businesses[131]. - The company may face challenges in completing an initial Business Combination due to regulatory review and approval requirements, including foreign investment regulations[150]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their Class A Ordinary Shares at a per-share price initially anticipated to be $10.00, based on the amount in the Trust Account[91]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer upon the completion of the initial Business Combination[93]. - A minimum of 7,418,918 Public Shares, or 32.3% of the 23,000,000 Public Shares, is required for an Ordinary Resolution to approve the initial Business Combination[98]. - If a Special Resolution is needed, 12,612,612 Public Shares, or 54.8% of the 23,000,000 Public Shares, must be voted in favor[98]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the Public Shares sold in the IPO without prior consent[109]. - The redemption process may incur a nominal cost of approximately $100, which may be passed on to the redeeming holder by the broker[112]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for the applicable pro rata share of the Trust Account[114]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules[102]. - Redemption requests can be withdrawn at any time up to the specified date in the proxy materials or tender offer documents[113]. - The expected Redemption Price upon dissolution is approximately $10.00 per Public Share, based on the net proceeds of the IPO[121]. - If the Trust Account proceeds are reduced below $10.00 per Public Share, shareholders may receive less than the expected redemption amount[125]. - There is no specified maximum redemption threshold, which may allow the company to complete an initial Business Combination despite substantial majority of Public Shareholders not agreeing[148]. Financial Position and Risks - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[172]. - As of December 31, 2025, the company had a working capital deficit of $101,914 and no cash available[202]. - The company had borrowed a total of $165,233 under the Promissory Note, which was fully settled on February 9, 2026[204]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital needs[200]. - The company may struggle to obtain additional financing for its initial Business Combination, potentially leading to restructuring or abandonment of the deal[144]. - The company may incur substantial debt to complete a Business Combination, adversely affecting leverage and financial condition[148]. - The company may issue additional Class A Ordinary Shares or preference shares to complete its initial Business Combination, which could dilute existing shareholders' interests[146]. - The company may issue Ordinary Shares at a price lower than the prevailing market price during its initial Business Combination, affecting shareholder value[144]. - The company may encounter increased competition for attractive targets as the number of SPACs evaluating targets rises, which could increase costs and hinder successful Business Combinations[144]. - The company may be adversely affected by global geopolitical conditions, such as the ongoing Russia-Ukraine conflict, impacting its search for target businesses[146]. - The company may face risks related to the inability to complete its initial Business Combination within the Combination Period, which could lead to the redemption of Public Shares[143]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and officers[148]. Management and Governance - The management team has a proven track record in stigmatized markets, with notable investments including JUUL and MindMed, achieving significant value creation[34]. - The company may face conflicts of interest due to its management team's affiliations with other SPACs and entities[55]. - The company’s Management Team may face conflicts of interest due to their obligations to other entities[156]. - There is no assurance that key personnel will remain in senior management or advisory positions after the Business Combination, which may affect the management quality of the combined entity[78]. - The company cannot assure shareholders that any identified target business will have financial statements prepared in accordance with federal proxy rules[135]. - The company will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials[134]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[139]. - The company will remain an emerging growth company until it achieves total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[140]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value or revenue thresholds are met[141]. - The company has entered into an Administrative Services Agreement to pay $10,000 per month for office space and support services[190]. - Advisory Services Agreements were established to pay $30,000 per month for advisory services related to the Business Combination search[191]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but acknowledges the risks associated with cybersecurity[167]. Internal Controls and Compliance - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2026, as mandated by the Sarbanes-Oxley Act[137]. - The company has no long-term debt or capital lease obligations as of December 31, 2025[206]. - The company intends to liquidate investments held in the Trust Account to mitigate risks associated with the Investment Company Act[201]. - The company may be deemed a passive foreign investment company, resulting in adverse U.S. federal income tax consequences for U.S. shareholders[160]. - The company may face additional risks if the initial Business Combination is with a company located outside of the United States[154].