▸ A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy our financial obligations.· · · ● 1 ▸ An investment in us is a speculative investment, and therefore, no assurance can be given that our investors or stockholders will realize their investment objectives.· · · ● 1 ▸ Artificial intelligence technologies present both competitive risks and strategic opportunities for our business.· · · ● 1 ▸ As a distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of the materials that we acquire and/or distribute.· · · ● 1 ▸ Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.· · · ● 1 ▸ Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin have in the past influenced and are likely to continue to influence our financial results and the market price of our Common Stock.· · · ● 1 ▸ Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business.· · · ● 1 ▸ Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.· · · ● 1 ▸ Changes in how we market our service could adversely affect our marketing expenses and our customer base may be adversely affected.· · · ● 1 ▸ Financial forecasting may differ materially and adversely from actual results.· · · ● 1 ▸ group General Risks Relating to Our Business· · · ● 1 ▸ Holders of our Common Stock will have only limited rights regarding our management, and will thus not have the ability to actively influence the day-to-day management of our business and affairs.· · · ● 1 ▸ If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business or incur greater operating expenses.· · · ● 1 ▸ If our efforts to attract and retain customers are not successful, our business will be adversely affected.· · · ● 1 ▸ If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.· · · ● 1 ▸ If the technology we use in operating our business fails, becomes unavailable, or does not operate as expected, our business and operating results could be adversely impacted.· · · ● 1 ▸ If we are not able to manage change and growth, our business could be adversely affected.· · · ● 1 ▸ If we raise additional funds through the issuance of equity, equity-linked or debt securities, such securities may have rights, preferences or privileges senior to the rights of our Common Stock and our stockholders may experience dilution.· · · ● 1 ▸ Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our website, our recommendation and merchandising technology and marketing activities.· · · ● 1 ▸ Members of our Board and our executive officers may have other business interests and obligations to other entities.· · · ● 1 ▸ Our Board and our executive officers will have limited liability for, and will be indemnified and held harmless from, our losses.· · · ● 1 ▸ Our ability to monetize content that we distribute is heavily reliant on factors outside of our control.· · · ● 1 ▸ Our bitcoin holdings are and will be less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.· · · ● 1 ▸ Our bitcoin treasury strategy could subject us to enhanced regulatory oversight.· · · ● 1 ▸ Our business may be subject to regulatory or legislative changes.· · · ● 1 ▸ Our future indebtedness may limit our ability to declare and pay dividends and may affect our operations, including our ability to repay existing debt obligations.· · · ● 1 ▸ Our historical financial statements do not fully reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of bitcoin.· · · ● 1 ▸ Our increasing use of artificial intelligence tools in engineering and operations introduces new risks.· · · ● 1 ▸ Our reputation and relationships with customers would be harmed if our customer data, particularly billing data, were accessed by unauthorized persons.· · · ● 1 ▸ Privacy concerns could limit our ability to collect and leverage our customer data and disclosure of customer data could adversely impact our business and reputation.· · · ● 1 ▸ Provisions in our governing documents and under Delaware law could discourage a takeover that stockholders may consider favorable.· · · ● 1 ▸ The ability of a stockholder to recover all or any portion of such stockholder’s investment in the event of a dissolution or termination may be limited.· · · ● 1 ▸ The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our business.· · · ● 1 ▸ Theatrical distribution typically involves significant risk and high upfront marketing costs, which can cause our financial results to vary from time to time.· · · ● 1 ▸ We are employing a business model with a limited track record, which may make our business difficult to evaluate.· · · ● 1 ▸ We are subject to liens on our personal property, including our intellectual property, under the Reorganization Plan, which if enforced, would significantly impair our intellectual property rights and our ability to continue as a going concern.· · · ● 1 ▸ We are subject to payment processing risk.· · · ● 1 ▸ We expect our bitcoin holdings to significantly impact our financial results and the market price of our Common Stock.· · · ● 1 ▸ We face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoin.· · · ● 1 ▸ We face risks, such as unforeseen costs and potential liability, in connection with content we acquire and/or distribute through our service.· · · ● 1 ▸ We have a history of net losses and cannot guarantee that we will be able to become profitable or maintain profitability.· · · ● 1 ▸ We may be engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention.· · · ● 1 ▸ We may change our operational policies and business and growth strategies without stockholder consent, which may subject us to different and more significant risks in the future.· · · ● 1 ▸ We may seek additional capital that may result in stockholder dilution or others having rights senior to those of our stockholders.· · · ● 1 ▸ We rely upon a number of partners to make our service available on their devices.· · · ● 1 ▸ As of December 31, 2024, the Trust Account held $429,151 in funds available to complete our initial business combination.· · ● · 1 ▸ Because we are not limited to evaluating target businesses in a particular industry, sector or geography, you will be unable to ascertain the merits or risks of any particular target business’s operations.· · ● · 1 ▸ group Our securities have been delisted from the NYSE.· · ● · 1 ▸ Compliance with the SPAC Rules and related guidance may increase the costs and the time needed to negotiate and complete an initial business combination, may constrain the circumstances under which we could complete an initial business combination.· ● ● · 2 ▸ A 1% U.S. federal excise tax could be imposed on us in connection with redemptions.● ● ● · 3 rw ▸ A provision in our warrant agreement may make it more difficult for us to consummate an initial business combination.● ● ● · 3 ▸ An active trading market for our securities may not develop or be maintained, which would adversely affect the liquidity and price of our securities.● ● ● · 3 ▸ Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.● ● ● · 3 ▸ Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● ● ● · 3 ▸ Certain agreements related to our IPO may be amended without stockholder approval.● ● ● · 3 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may materially and adversely affect us, including our ability to negotiate and complete our initial business combination.● · · · 1 ▸ Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.● ● ● · 3 ▸ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.● ● ● · 3 ▸ During the course of their careers, members of our management team and board of directors have had significant experience as board members, officers or executives of other companies. As a result of their involvement and positions in these companies,● · · · 1 ▸ If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.● ● ● · 3 ▸ If the funds not being held in the Trust Account are insufficient to allow us to operate until at least September 30, 2025, we may be unable to complete our initial business combination.● ● ● · 3 rw ▸ If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by our public stockholders may be less than $10.20 per share.● ● ● · 3 ▸ If we have not completed our initial business combination by September 30, 2025, or during any Extension Period, our public stockholders may be forced to wait beyond such prescribed time period before redemption from the Trust Account.● ● ● · 3 rw ▸ If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.● ● ● · 3 ▸ Members of our management team and affiliated companies have been, or may in the future be, subject to media coverage and involved in civil disputes or governmental investigations unrelated to our business.● ● ● · 3 ▸ Other than the two circumstances described above, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm.● ● ● · 3 ▸ Our independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.● ● ● · 3 ▸ Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”● ● ● · 3 ▸ Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the status of debt and equity markets.● ● ● · 3 rw ▸ Our sponsor, officers and directors and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● ● ● · 3 ▸ Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● ● ● · 3 ▸ Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business combination.● ● ● · 3 ▸ Past performance by our management team may not be indicative of future performance of an investment in us or of the future performance of any business we may acquire.● ● ● · 3 ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.● ● ● · 3 ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.● ● ● · 3 ▸ The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.● ● · · 2 ▸ The ability of our public stockholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete the most desirable business combination or optimize our capital structure.● ● ● · 3 ▸ The warrants may become exercisable and redeemable for a security other than the shares of Class A common stock, and you will not have any information regarding such other security at this time.● ● ● · 3 ▸ We are dependent upon our officers and directors and their departure could adversely affect us.● ● ● · 3 ▸ We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.● ● ● · 3 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● ● ● · 3 ▸ 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, which could compel us to restructure or abandon a particular business combination.● ● ● · 3 ▸ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers or directors which may raise potential conflicts of interest.● ● ● · 3 ▸ We may not have sufficient funds to satisfy indemnification claims of our directors and officers, and our obligation to indemnify our directors and officers may have certain adverse consequences.● ● ● · 3 ▸ We may not hold an annual meeting of stockholders until after we consummate our initial business combination and you will not be entitled to any of the corporate protections provided by such a meeting.● ● ● · 3 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless.● ● ● · 3 ▸ We may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise.● ● ● · 3 ▸ You will not be entitled to protections normally afforded to investors of certain other blank check companies.● ● · · 2 
