| ● | we are a blank check company with no operating history and no revenues, and our shareholders have a limited basis on which to evaluate our ability to achieve our business objective, completing an initial Business Combination; |
| ● | we may not be able to complete our initial Business Combination, including the Everli Business Combination, within the Combination Period, in which case we would liquidate and redeem our Public Shares; |
| ● | we may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, such as Everli, which could compel us to restructure or abandon a particular Business Combination; |
| ● | if we do not consummate the Everli Business Combination, we may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability; |
| ● | we may attempt to complete our initial Business Combination with a private company about which little information is available, such as Everli, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all; |
| ● | if we are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to wait beyond June 20, 2026 before redemption from our Trust Account; |
| ● | because we are not limited to evaluating a target business in a particular industry sector, if the Everli Business Combination is not consummated, our shareholders are unable to ascertain the merits or risks of any particular target business’ operations; |
| ● | if the Everli Business Combination is not consummated, we may seek Business Combination opportunities in industries or sectors that may be outside of our Management’s areas of expertise; |
| ● | although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, if the Everli Business Combination is not consummated, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines; |
Risks Relating to the Post-Business Combination Company
| ● | if our initial Business Combination, such as the Everli Business Combination, involves a company organized under the laws of a state of the United States (or any subdivision thereof), the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination; |
Risks Relating to our Management Team
| ● | none of our officers or directors has ever been associated with a blank check company, which could adversely affect our ability to consummate a Business Combination; |
| ● | our ability to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of our key personnel, some of whom may not join us following our initial Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business; |
| ● | certain provisions of the Warrant Agreement may make it more difficult for us to consummate an initial Business Combination; |
| ● | the grant of registration rights to our Sponsor, CCM and Seaport and other holders of our Private Placement Warrants may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A Ordinary Shares; |
For additional risks relating to our operations, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2024 Annual Report, and (iii) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on May 15, 2025. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
For risks related to Everli and the Everli Business Combination, please see the Everli Registration Statement.
In connection with our assessment of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional financing to enable us to negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from the date the financial statements included elsewhere in this Report were issued.
