| PART I | | 4 |
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| Item 1. | Business | 4 |
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| Item 1A. | Risk Factors | 10 |
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| Item 1B. | Unresolved Staff Comments | 10 |
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| Item 1C | Cybersecurity | 11 |
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| Item 2. | Properties | 11 |
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| Item 3. | Legal Proceedings | 11 |
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| Item 4. | Mine Safety Disclosures | 11 |
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| | | |
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| PART II | | 12 |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 12 |
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| Item 6. | [Reserved] | 13 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
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| Item 8. | Financial Statements and Supplementary Data | 16 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 16 |
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| Item 9A. | Controls and Procedures | 16 |
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| Item 9B. | Other Information | 17 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 17 |
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| | | |
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| PART III | | 18 |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 18 |
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| Item 11. | Executive Compensation | 26 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 26 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 28 |
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| Item 14. | Principal Accounting Fees and Services | 31 |
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| | | |
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| PART IV | | 32 |
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| Item 15. | Exhibits and Financial Statement Schedules | 32 |
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| | | |
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| SIGNATURES | 35 | |
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Cautionary Note Regarding Forward Looking Statements
This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our final prospectus for our initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 23, 2024. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Forward-looking statements in this Annual Report may include, for example, statements about our:
| ● | ability to complete our initial business combination; |
| ● | success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
| ● | potential ability to obtain additional financing to complete our initial business combination; |
| ● | pool of prospective target businesses; |
| ● | the ability of our officers and directors to generate a number of potential investment opportunities; |
| ● | the delisting of our securities from Nasdaq or an inability to have our securities listed on Nasdaq following a business combination; |
| ● | potential change in control if we acquire one or more target businesses for share; |
| ● | the potential liquidity and trading of our securities; |
| ● | the lack of a market for our securities; |
| ● | use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not intend and we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.
