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Axiom Intelligence Acquisition Corp 1

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

AXIN$10.400.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001213900-26-056597

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001213900-26-089150

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 53 previous paragraphs and 75 current paragraphs.

40 unchanged; 12 reworded; 23 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (23)

Current report

On May 25, 2026, the Company entered into the Business Combination Agreement with Terra Quantum, the Shareholder Representative, and, solely for purposes of Section 11.3 of the Business Combination Agreement, Ward. Pursuant to the terms of the Business Combination Agreement, the Sponsor will form PubCo, and PubCo will form Merger Sub. Following the formation of each Acquisition Entity, each such Acquisition Entity will enter into a joinder to the Business Combination Agreement, in form and substance satisfactory to the Company and Terra Quantum. The Business Combination Agreement and the transactions contemplated thereby were recommended by the special committee of the Board of Directors of the Company and were unanimously approved by the Board of Directors of each of the Company and Terra Quantum. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Business Combination Agreement.

Current report

The Business Combination Agreement provides for, among other things, the following transactions: (i) prior to the Initial Closing, the shareholders of Terra Quantum will form Swiss HoldCo, and the shareholders of Terra Quantum will contribute their Company Shares into Swiss HoldCo such that Terra Quantum becomes a subsidiary of Swiss HoldCo; (ii) the Company will merge with and into Merger Sub, with Merger Sub as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo; and (iii) not earlier than one Business Day following the Initial Merger, Swiss HoldCo will merge with and into PubCo, with PubCo as the surviving entity in the merger. The Initial Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Terra Quantum Business Combination”. The Terra Quantum Business Combination is expected to close following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions.

Current report

The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. The parties have also agreed, among other things, (i) that PubCo will adopt a new equity incentive plan establishing an initial share reserve equal to 10% of the outstanding PubCo Ordinary Shares on a fully diluted basis immediately following the Acquisition Closing (and including a 5% annual “evergreen” provision), and (ii) that on the Acquisition Closing, the Board of Directors of PubCo shall be reconstituted to consist of seven (7) directors, which shall include five (5) directors designated by Terra Quantum and two (2) directors designated by the Company. For U.S. federal income tax purposes, it is intended that the SPAC Reorganization will qualify as a “reorganization” under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

Current report

The obligations of the Company and Terra Quantum to consummate the Terra Quantum Business Combination are subject to certain closing conditions, including, but not limited to, (i) the Proxy/Registration Statement has become effective; (ii) the approval by the Company shareholders and the shareholders of Terra Quantum (or Swiss HoldCo shareholders, as applicable) of the transactions contemplated by the Business Combination Agreement and the other transaction proposals has been obtained; (iii) (a) PubCo’s listing application with Nasdaq is approved and (b) the PubCo Ordinary Shares to be issued in connection with the Terra Quantum Business Combination shall have been approved for listing on Nasdaq, subject to official notice of issuance; (iv) the accuracy of representations and warranties to various standards; (v) material compliance with pre-closing covenants; (vi)the establishment and securing of a combined company directors’ and officers’ liability insurance policy providing tail coverage for the Company; (vii) the bring-down to closing of a representation that no material adverse effect has occurred (both for the Company and Terra Quantum); (viii) the absence of a legal prohibition on consummating the transaction; (ix) compliance by Sponsor with certain provisions in the Sponsor Support Agreement (as defined below); (x) compliance by the shareholders of Terra Quantum with certain provisions in the Shareholder Support Agreements (as defined below); (xi) the delivery of customary certificates, ancillary agreements, and the Employment Agreements; and (xii) the receipt by the Company of a fairness opinion from an independent investment banking firm or other independent entity.

Current report

The Business Combination Agreement may be terminated under customary and limited circumstances prior to the Closing of the Terra Quantum Business Combination, including, but not limited to: (i) by mutual written consent of the Company and Terra Quantum; (ii) by the Company or Terra Quantum if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any final and nonappealable Governmental Order making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; (iii) by the Company or Terra Quantum if the Acquisition Closing shall not have occurred on the 30th Business Day following the occurrence of the Initial Closing; (iv) by Terra Quantum if the required vote at the Company Shareholders’ Meeting has not been obtained; (v) by Terra Quantum if the Company breaches certain provisions of the Business Combination Agreement; (vi) by the Company if there is any breach of any representation, warranty, covenant or agreement on the part of Terra Quantum or Swiss HoldCo such that the closing conditions would not be satisfied, subject to a 30-day cure period; and (vii) by Terra Quantum if there is any breach of any representation, warranty, covenant or agreement on the part of the Company or any Acquisition Entity such that the closing conditions would not be satisfied, subject to a 30-day cure period. In addition, the Business Combination Agreement may be terminated by either the Company or Terra Quantum if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to the date that is one (1) year after the initial filing date of the Proxy/Registration Statement with the SEC. The Business Combination Agreement also permits the Company to terminate the agreement during the Diligence Review Period if the Company determines, in its sole discretion, that the results of its continuing due diligence investigation of Terra Quantum, Swiss HoldCo or the Transactions are not satisfactory to the Company. In the event of such termination, Ward, the Company CEO, will be required to pay Terra Quantum a termination fee of $15,000,000 within five (5) Business Days following such termination.

Current report

None of the parties nor any of their respective Affiliates, officers, directors, shareholders or Representatives shall have any liability following the Acquisition Closing for any breach of any representation, warranty, covenant or agreement contained in the Business Combination Agreement (other than covenants and agreements that by their terms expressly contemplate performance in whole or in part after the Acquisition Closing), and no claim may be brought by any Person against any party or any of their respective Affiliates, officers, directors, shareholders or Representatives with respect thereto.

Current report

The Business Combination Agreement contains representations, warranties, covenants and other agreements that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement.

Current report

Concurrently with the execution of the Business Combination Agreement, the Company, Terra Quantum and Sponsor entered into the Sponsor Support Agreement, pursuant to which Sponsor has agreed, among other things: (a) to vote all of its SPAC Shares in favor of the transactions contemplated by the Business Combination Agreement and other transaction proposals; (b) to vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement or any other transaction proposal; (c) not to redeem any of its SPAC Shares in connection with SPAC Share Redemptions; (d) not to Transfer any of its SPAC Shares prior to the Acquisition Closing; and (e) not to Transfer any PubCo Ordinary Shares received in connection with the Initial Merger until the earlier of (i) 180 days after the Acquisition Closing Date, or earlier if, subsequent to the Acquisition Closing Date, the VWAP of the PubCo Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing after the Acquisition Closing Date, or (ii) subsequent to the Acquisition Closing Date, the date on which PubCo consummates a liquidation, merger, share exchange or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property, in each case subject to certain permitted transfers.

Current report

Concurrently with the execution of the Business Combination Agreement, the Company and Terra Quantum entered into a form of the Shareholder Support Agreement, to be entered into by certain shareholders of Terra Quantum, pursuant to which such shareholders will agree, among other things: (a) to vote all of their Company Shares (or, following the Swiss HoldCo Contribution, their Swiss HoldCo Shares) in favor of the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement; (b) to vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement; (c) to participate in the Swiss HoldCo Contribution; (d) to waive any dissenters’ rights and pre-emptive rights in connection with the transactions; (e) not to Transfer any of their Subject Shares prior to the Acquisition Closing; and (f) not to Transfer any PubCo Ordinary Shares received as Shareholder Merger Consideration until the earlier of (i) 180 days after the Acquisition Closing Date, or earlier if, subsequent to the Acquisition Closing Date, the VWAP of the PubCo Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing after the Acquisition Closing Date, or (ii) subsequent to the Acquisition Closing Date, the date on which Terra Quantum consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of Terra Quantum’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property, in each case subject to certain permitted transfers.

Current report

For the three months ended June 30, 2026, we had net income of $747,721 which consists of interest earned on investments held in the Trust Account of $1,838,193, offset by general and administrative expenses of $1,090,472.

Current report

For the three months ended June 30, 2025, we had net income of $74,168 which consists of interest earned on investments held in the Trust Account of $181,454, offset by general and administrative expenses of $107,286.

Current report

For the six months ended June 30, 2026, we had net income of $2,268,530 which consists of interest earned on investments held in the Trust Account of $3,633,968, offset by general and administrative expenses of $1,365,438.

Current report

On July 27, 2026, the Sponsor agreed to loan the Company an aggregate of up to $1,000,000 pursuant to the Promissory Note. The Promissory Note was non-interest bearing, unsecured, shall be due and payable in cash on the earlier of (a) the date that the Company consummates the initial Business Combination, and (b) the date that the Company liquidates.

Current report

Notwithstanding anything contained in the Promissory Note to the contrary, at the Sponsor’s option, at any time prior to payment in full of the principal balance of the Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance of the Promissory Note into number of Conversion Units, each Conversion Unit consisting of one Class A Ordinary Share of the Company and one Right to receive one-tenth (1/10) of a Class A Ordinary Share of the Company equal to: (x) the portion of the principal amount of the Promissory Note being converted, divided by (y) $10.00, rounded up to the nearest whole number of Units. Other than to the extent prohibited by the Company’s Amended and Restated Articles, the Conversion Units shall be identical to the Private Placement Units issued to the Sponsor in the Private Placement that simultaneously closed on the Company’s Initial Public Offering.

Current report

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (Subtopic 220-40), which requires public business entities to provide additional disclosures regarding certain expense captions presented on the face of the income statement. The standard requires qualitative and quantitative disclosure of specified expense categories included within relevant expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statement disclosures.
Removed paragraphs (1)

Previous report

For the three months ended March 31, 2026, we had net income of $1,520,809 which consists of interest earned on investments held in the Trust Account of $1,795,775, offset by general and administrative expenses of $274,966.
Reworded paragraphs (12)

Previous wording

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item 2 regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Current wording

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item 2 regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by such forward-looking statements as a result of certain factors detailed in our filings with the SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Previous wording

For the period from January 30, 2025 (inception) through March 31, 2025, we had a net loss of $84,438, which consists of general and administrative expenses.

Current wording

For the period from January 30, 2025 (inception) through June 30, 2025, we had a net loss of $10,270 which consists of general and administrative expenses of $191,724, offset by interest earned on investments held in the Trust Account of $181,454.

Previous wording

Following the Initial Public Offering, including the partial exercise of the Over-Allotment Option and the Private Placement, a total of $200,000,000 was initially placed in the Trust Account. We incurred fees of $12,624,206, consisting of $4,000,000 of cash underwriting fee, the Deferred Fee of $8,000,000, and $624,206 of other offering costs.

Current wording

Following the Initial Public Offering, including the partial exercise of the Over-Allotment Option and the Private Placement, a total of $200,000,000 was initially placed in the Trust Account. We incurred fees of $12,624,206, consisting of $4,000,000 of cash underwriting fees, the Deferred Fee of $8,000,000, and $624,206 of other offering costs.

Previous wording

For the three months ended March 31, 2026, net cash used in operating activities was $191,134. Net income of $1,520,809 was affected by interest earned on investments held in the Trust Account of $1,795,775. Changes in operating assets and liabilities provided $83,832 of cash for operating activities.

Current wording

For the six months ended June 30, 2026, net cash used in operating activities was $446,739. Net income of $2,268,530 was affected by interest earned on investments held in the Trust Account of $3,633,968. Changes in operating assets and liabilities provided $918,619 of cash for operating activities.

Previous wording

For the period from January 30, 2025 (inception) through March 31, 2025, net cash used in operating activities was $0. Net loss of $84,438 was affected by payment of general and administrative expenses through the IPO Promissory Note of $79,438. Changes in operating assets and liabilities provided $5,000 of cash for operating activities.

Current wording

For the period from January 30, 2025 (inception) through June 30, 2025, net cash used in operating activities was $0. Net loss of $10,270 was affected by interest earned on investments held in the Trust Account of $181,454, payment of general and administrative expenses through the IPO Promissory Note of $35,894, and payment of general and administrative expenses through advances from the Sponsor of $93,601. Changes in operating assets and liabilities provided $62,209 of cash for operating activities.

Previous wording

As of March 31, 2026, we had investments held in the Trust Account of $206,030,469 (including approximately $1,795,775 of interest earned for the three months ended March 31, 2026) consisting of money market funds. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of June 30, 2026, we had investments held in the Trust Account of $207,868,662 (including approximately $3,633,968 of interest earned for the six months ended June 30, 2026) consisting of money market funds. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

Current wording

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

Previous wording

As of March 31, 2026, we had cash held outside of the Trust Account of $545,146 and working capital of $518,422. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of June 30, 2026, we had cash held outside of the Trust Account of $289,541 and a working capital deficit of $549,718. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of March 31, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of June 30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Previous wording

Commencing on June 17, 2025, and until the completion of our Business Combination or liquidation, we may reimburse the Sponsor an aggregate of $10,000 per month for office space, utilities and secretarial and administrative services pursuant to the Administrative Services Agreement. For the three months ended March 31, 2026 and for the period from January 30, 2025 (inception) through March 31, 2025, we incurred an aggregate of $30,000 and $0 for these services under the Administrative Services Agreement, respectively.

Current wording

Commencing on June 17, 2025, and until the completion of our Business Combination or liquidation, we may reimburse the Sponsor an aggregate of $10,000 per month for office space, utilities and secretarial and administrative services pursuant to the Administrative Services Agreement. For the three and six months ended June 30, 2026, the Company incurred and accrued an aggregate of $30,000 and $60,000, under the Administrative Services Agreement, respectively. For the three months ended June 30, 2025 and for the period from January 30, 2025 (inception) through June 30, 2025, the Company incurred $497 in fees for these services which were included in the accrued expenses in the accompanying balance sheets.

Previous wording

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. Accordingly, the actual results could materially differ from those estimates. As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.

Current wording

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.

Previous wording

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per Ordinary Share is computed by dividing net income (loss) applicable to shareholders by the weighted average number of Ordinary Shares outstanding for the applicable periods. We apply the two-class method in calculating earnings per Ordinary Share and allocate net income (loss) pro rata to Class A Ordinary Shares subject to possible redemption, nonredeemable Class A Ordinary Shares and Class B Ordinary Shares. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value is not in excess of the fair value.

Current wording

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of Ordinary Shares, the (i) Class A Ordinary Shares and (ii) Company’s Class B Ordinary Shares, par value $0.0001 per share. Income and losses are shared pro rata between redeemable Class A Ordinary Shares and the sum of non-redeemable Class A and Class B Ordinary Shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per Ordinary Share is calculated by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the respective periods.