UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 001-42392
Bleichroeder Acquisition Corp. I
(Exact name of registrant as specified in its
charter)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: 212-984-3835
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
The registrant’s shares were not listed
on any exchange and had no value as of the last business day of the second fiscal quarter of 2024. The registrant’s Units begin
trading on the Nasdaq Stock Market LLC on November
1, 2024 and the registrant’s Class A Ordinary Shares and Rights began trading on the
Nasdaq Stock Market LLC on December 2, 2024. Accordingly, there was no market value
for the registrant’s common equity as of the last business day of the second fiscal quarter of 2024. The aggregate market value
of the outstanding shares of the registrant’s Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates
of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on December 31, 2024, as reported on the
Nasdaq Stock Market LLC, was $246,500,000.
As of March 10, 2025, there were 25,425,000Class A ordinary shares, par value $0.0001 per share, and 8,333,333Class B ordinary
shares, par value $0.0001 per share, of the registrant issued and outstanding.
TABLE OF CONTENTS
PAGE
PART I 1
Item 1. Business. 1
Item 1A. Risk Factors. 18
Item 1B. Unresolved Staff Comments. 20
Item 1C Cybersecurity. 20
Item 2. Properties. 20
Item 3. Legal Proceedings. 20
Item 4. Mine Safety Disclosures. 20
Item 6. [Reserved] 21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 25
Item 8. Financial Statements and Supplementary Data. 25
Item 9A. Controls and Procedures. 25
Item 9B. Other Information. 26
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 26
PART III 27
Item 10. Directors, Executive Officers and Corporate Governance. 27
Item 11. Executive Compensation. 32
Item 14. Principal Accountant Fees and Services. 35
Item 15. Exhibit and Financial Statement Schedules. 37
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report (as defined below),
including, without limitation, statements under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and
Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology,
including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,”
“plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,”
or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that
actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating
to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements
of current or historical facts. These statements are based on Management’s (as defined below) current expectations, but actual results
may differ materially due to various factors, including, but not limited to:
● our ability to complete our initial Business Combination;
● our pool of prospective target businesses;
● our public securities’ potential liquidity and trading;
● the lack of a market for our securities;
● the Trust Account not being subject to claims of third parties;
● our financial performance; or
● the other risks and uncertainties discussed in “Item 1A. Risk Factors” below.
ii
Additionally, in 2024, the
SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below). The 2024 SPAC Rules (as defined
below) require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures
relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest
involving sponsors and their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding
projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both
the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination
transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject
to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the
activities of the SPAC and its management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial
Business Combination and may increase the costs and time related thereto.
The forward-looking statements
contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. Future developments affecting us may not 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 undertake no 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.
Unless otherwise stated in this Report, or the
context otherwise requires, references to:
● “ASC” are to the FASB (as defined below) Accounting Standards Codification;
● “ASU” are to the FASB Accounting Standards Update;
● “Board of Directors” or “Board” are to our board of directors;
● “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
● “FASB” are to the Financial Accounting Standards Board;
iii
● “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;
● “Nasdaq” are to the Nasdaq Global Market;
iv
● “Rights” are to the Public Rights and Private Placement Rights;
● “SEC” are to the U.S. Securities and Exchange Commission;
● “Securities Act” are to the Securities Act of 1933, as amended;
● “SPACs” are to special purpose acquisition companies;
v
PART I
Item
1. Business.
Overview
We are a blank check company
incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination. We have not selected
any Business Combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,
with any Business Combination target. While we may pursue an initial Business Combination in any sector, we are focusing our efforts on
businesses in the technology, media and telecommunications (“TMT”) sector as well as sectors that are being transformed via
technology adoption, where we believe our Management Team’s operational and investment expertise will provide us with a competitive
advantage.
The 2024 SPAC Rules may materially
affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.
Initial Public Offering
On November 4, 2024, we consummated
our Initial Public Offering of 25,000,000 Units. Each Unit consists of one Public Share and one Public Right, with each whole Public Right
entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our Business Combination.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company of $250,000,000.
Simultaneously with the closing
of the Initial Public Offering, we completed the private sale of an aggregate of 425,000 Private Placement Units to our Sponsor in the
Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $4,250,000.
A total of $250,000,000 of
the proceeds from the Initial Public Offering and the sale of the Private Placement (which amount includes $9,750,000 of the underwriter’’
deferred discount), was placed in the Trust Account maintained by Continental, acting as trustee.
It is the job of our Sponsor
and Management to complete our initial Business Combination. Our Management is led by Co-Founders, Michel Combes and Andrew Gundlach,
and Robert Folino, our Chief Financial Officer, who have many years of experience in the technology sector. We must complete our initial
Business Combination by November 4, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public
Offering. If our initial Business Combination is not consummated by the end of our Combination Period, then, unless our Board of Directors
shall otherwise determine, our existence will terminate, and we will distribute all amounts in the Trust Account.
We may seek to extend the
Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension would require the approval
of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares. Such redemptions will
likely have a material adverse effect on the amount held in our Trust Account, our capitalization, principal shareholders and other impacts
on our Company or Management, such as our ability to maintain our listing on Nasdaq.
Management Team
We leverage the experience of our Co-Founders,
Michel Combes, a member of our Sponsor, and Andrew Gundlach, our Chairman, President and Chief Executive Officer. Our Co-Founders have
both extensive operational and investment experience, serving as Chief Executive Officers and Directors of global public companies and
as investors in public and private markets, as well as prior SPAC experience. Furthermore, our Co-Founders have built an extensive network
spanning leading private equity and venture capital funds, large corporates and family-owned businesses that we believe will accrue to
the benefit of our investors.
Our independent directors include:
1
● Joseph Samuels | Investor and Founder of Channel Partners and Islet Capital
● Antoine Theysset | Former SoftBank Investment Advisers Operating Partner
● Pierre Weinstein | Head of Special Situations at Verition Fund Management
Business Strategy
We will seek to capitalize on the collective experience
and complimentary expertise of our Co-Founders as well as the rest of our Management Team. We believe that they are well-positioned to
identify attractive Business Combination opportunities within the technology industry, as well as attractive business opportunities within
sectors that are being transformed via technology adoption. Our objectives are to generate attractive returns for shareholders and enhance
value through improving operational performance of the acquired company. We favor potential target companies with certain industry and
business characteristics that we believe will provide favorable returns for our shareholders, as set forth in “Investment Criteria,”
below.
We believe that we are in the midst of a new wave
of transformational change as technology continues to evolve to serve an increasingly digital world. This provides a wide range of potential
targets including not only traditional technology companies, but also companies that are in the midst of a technology-driven technological
evolution. Below is a sub-set of structural shifts that we believe will create multitudes of potential investment opportunities, including:
Importantly, we believe that these trends stretch
far beyond what is generally considered TMT and provides a much larger landscape of potential investment opportunities. According to the
IDC, worldwide spending on Digital Transformation is expected to exceed $4 trillion by 2027, with an estimated annual growth rate
of over 16% over the 2022 to 2027 period. This is driven by the continued prioritization of digitization across industries as well as
the impact of data intensive tools such as AI.
Although we anticipate utilizing a wide lens in
anticipating potential opportunities in sectors undergoing technological change, we believe that the following sub-sectors are of particular
interest based on our experience, network and focus.
2
While we are focusing on TMT industries, broadly
defined, we may ultimately choose to pursue an initial Business Combination in other industries, which we identify as having similarly
attractive investment and operating characteristics. To the extent we identify attractive investments outside of the TMT industries, we
are applying the same disciplined due diligence, execution and value creation strategies to the investment.
With respect to the foregoing experiences of our
Management Team (including our Co-Founders), past performance is not a guarantee (i) that we will be able to identify a suitable
candidate for our initial Business Combination or (ii) of success with respect to any Business Combination we may consummate. You
should not rely on the historical record of our management team (including our Co-Founders) as indicative of our future performance. For
more information on the experience and background of our Management Team, see “Item 10. Directors, Executive Officers and Corporate
Governance.” of this Report.
Competitive Strengths
The sourcing, valuation, diligence and execution
capabilities of our Co-Founders will provide us with a significant pipeline of opportunities from which to evaluate and select a business
that will benefit from our expertise. Our competitive strengths include the following:
Our selection process will leverage our management
team (including our Co-Founders’) network of industry, private equity, venture capital, and corporate relationships as well as relationships
with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we
believe should provide us with a number of Business Combination opportunities. We are deploying a proactive, thematic sourcing strategy
and are focusing on companies where we believe the combination of our operating experience, relationships, capital and capital markets
expertise can be catalysts to transform a target company and can help accelerate the target’s growth and performance. Since the
completion of our Initial Public Offering, our Management Team (including our Co-Founders) have been communicating with their network
of relationships to articulate our initial Business Combination criteria, including the parameters of our search for a target business,
and have begun the disciplined process of pursuing and reviewing promising leads.
3
Investment Criteria
We have developed the following high level, non-exclusive
investment criteria that we will use to screen for and evaluate target businesses. We are seeking to acquire a business that:
● is a fundamentally sound company that is underperforming its potential;
These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general
guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide
to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose
that the target business does not meet the above criteria in our shareholder communications related to our initial Business Combination,
which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer documents that we would file
with the SEC.
Acquisition Process
In evaluating a prospective target business, we
expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document
reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information about the target and its industry which will be made available to us. If we determine to move forward with
a particular target, we will proceed to structure and negotiate the terms of the Business Combination transaction.
4
The time required to select and evaluate a target
business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses
and will reduce the funds available for us to use to complete another Business Combination.
Because there are numerous special purpose acquisition
companies seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive
fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals
could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of
mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close Business Combinations
or operate targets post-Business Combination. Thus, our ability to identify and evaluate a target company may be impacted by significant
competition among other special purpose acquisition companies in pursuing Business Combination transaction candidates and significant
competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.
Initial Business Combination
Nasdaq rules require that we must complete one
or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). Our Board of Directors
will make the determination as to the fair market value of our initial Business Combination. If our board of directors is not able to
independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.
While we consider it likely that our Board of Directors will be able to make an independent determination of the fair market value of
our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target
or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to
Nasdaq rules, any initial Business Combination must be approved by a majority of our independent directors.
If we do not complete our initial Business Combination
within the Combination Period, while we do not currently intend to seek shareholder approval to amend our Amended and Restated Memorandum
to extend the amount of time we will have to consummate an initial Business Combination , we may elect to do so in the future. There is
no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial Business
Combination beyond 36 months from the closing of our Initial Public Offering. If we determine not to or are unable to extend the time
period to consummate our initial Business Combination or fail to obtain shareholder approval to extend the Combination Period, our Sponsor’s
investment in our founder shares and our private placement units will be worthless.
We anticipate structuring our initial Business
Combination so that the post transaction company in which our Public Shareholders own shares will own or acquire 100% of the equity interests
or assets of the target business or businesses. We may, however, structure our initial Business Combination such that the post transaction
company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the
target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post
transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination
may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the
Business Combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for
all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior
to our initial Business Combination could own less than a majority of our issued and outstanding shares subsequent to our initial Business
Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post
transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes
of the 80% of net assets test described above. If the Business Combination involves more than one target business, the 80% of net assets
test will be based on the aggregate value of all of the target businesses.
5
We are not prohibited from pursuing an initial
Business Combination with a company that is affiliated with our Sponsor, officers, directors, Inflection Point, or any of their respective
affiliates or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers,
directors, Inflection Point or any of their respective affilaites. In the event we seek to complete our initial Business Combination with
a company that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration
to be paid by us in such an initial Business Combination is fair to our company from a financial point of view. We are not required to
obtain such an opinion in any other context.
Members of our Management Team and our independent
directors directly or indirectly own Founder Shares and/or Private Placement Units and, accordingly, may have a conflict of interest in
determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination.
Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination
if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with
respect to our initial Business Combination.
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entities. Accordingly,
if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or
she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our Amended and
Restated Memorandum provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer,
among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or
indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity
for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal
obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers
or directors could materially affect our ability to complete our initial Business Combination.
In addition, our Sponsor, Co-Founders and our
officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or
investment ventures during the period in which we are seeking an initial Business Combination. As a result, our Sponsor, Co-Founders,
officers and directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or
to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may
present additional conflicts of interest in pursuing an initial Business Combination target.
Sourcing of Potential Business Combination Targets
We believe our Management Team’s significant
operating and transaction experience and relationships will provide us with a substantial number of potential initial Business Combination
targets. Over the course of their careers, the members of our Management Team have developed a broad network of contacts and corporate
relationships around the world. This network has grown through the activities of our Management Team sourcing, acquiring and financing
businesses, the reputation of our Management Team and advisors for integrity and fair dealing with sellers, financing sources and target
management teams and the experience of our Management Team in executing transactions under varying economic and financial market conditions.
This network has provided our Management Team
with a flow of referrals that has resulted in numerous transactions that were proprietary or where a limited group of investors were invited
to participate in the sale process. We believe that the network of contacts and relationships of our Management Team will provide us important
sources of investment opportunities. In addition, we anticipate that target Business Combination candidates will be brought to our attention
from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking
to divest non-core assets or divisions.
6
Status as a Public Company
We believe our structure makes us an attractive
Business Combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional
initial public offering through a merger or other Business Combination with us. In a Business Combination transaction with us, the owners
of the target business may, for example, exchange their shares of stock or shares in the target business for our Class A ordinary
shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the
consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective
method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly
longer period of time than the typical Business Combination transaction process, and there are significant expenses and market and other
uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts
that may not be present to the same extent in connection with a Business Combination with us.
Furthermore, once a proposed initial Business
Combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject
to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering
from occurring or could have negative valuation consequences. Following an initial Business Combination, we believe the target business
would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’
interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting
a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and our Management
Team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank
check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial Business
Combination, negatively.
In addition, prior to the consummation of a Business
Combination, only holders of our Class B Ordinary Shares will have the right to vote on the appointment or removal of directors.
As a result, Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate governance standards.
Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is
held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate
governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future.
Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all
of the Nasdaq corporate governance requirements.
Financial Position
With funds available for a Business Combination
initially in the amount of approximately $251.76 million, as of December 31, 2024, after payment of $8,750,000 of deferred underwriting
fees and net of taxes payable, we offer a target business a variety of options, such as creating a liquidity event for its owners, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because
we are able to complete our initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance
it will be available to us.
Effecting our Initial Business Combination
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time until the consummation of the initial Business Combination. We intend to effectuate
our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of
the sale of our Ordinary Shares in connection with our initial Business Combination (including pursuant to any forward purchase agreements
or backstop agreements we may enter into following the consummation of the Business Combination or otherwise), shares issued to the owners
of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.
We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in its early stages
of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial Business Combination is paid for
using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in
connection with our initial Business Combination or used for redemptions of our Class A Ordinary Shares, we may use the balance of
the cash released to us from the Trust Account following the closing for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial
Business Combination, to fund the purchase of other companies, or for working capital.
7
We have not selected any Business Combination
target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business
combination target. We may pursue an initial Business Combination in any business or industry but are focusing on TMT industries, broadly
defined. Accordingly, there is no current basis for our shareholders to evaluate the possible merits or risks of the target business with
which we may ultimately complete our initial Business Combination. Although our Management will assess the risks inherent in a particular
target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target
business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce
the chances that those risks will adversely affect a target business.
We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial Business Combination and we may effectuate
our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account. In addition,
we are targeting businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public
Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the
Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to seek additional financing
to complete such proposed initial Business Combination. Subject to compliance with applicable securities laws, we expect to complete such
financing only simultaneously with the completion of our initial Business Combination. In the case of an initial Business Combination
funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial Business
Combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing.
There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances
or other indebtedness in connection with our initial Business Combination, including pursuant to forward purchase agreements or backstop
agreements we may enter into following consummation of the Initial Public Offering. At this time, we are not a party to any arrangement
or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of
our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial Business
Combination.
Sources of Target Businesses
Target business candidates are brought to our
attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses are brought
to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources also introduce
us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources know what types
of businesses we are targeting. Our officers and directors, as well as their affiliates, also bring to our attention target business candidates
of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as
well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would
not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors.
While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in Business Combinations
on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting
fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
Prior to or in connection with the completion
of our initial Business Combination, there may be payment by us to our Sponsor, Co-Founders or a member of our management team, or our
or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate
the completion of our Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from
working capital.
We will engage a finder only to the extent our
Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach
us on an unsolicited basis with a potential transaction that our Management determines is in our best interest to pursue. Payment of a
finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in
the Trust Account.
Lack of Business Diversification
For an indefinite period of time after the completion
of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or several industries, it
is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our initial Business Combination with only a single entity, our lack of diversification may:
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Limited Ability to Evaluate the Target’s Management Team
Although we closely scrutinize the management
of a prospective target business when evaluating the desirability of effecting our initial Business Combination with that business, our
assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the
necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team,
if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our
management team will remain with the combined company will be made at the time of our initial Business Combination. While it is possible
that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, it is unlikely
that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure
you that members of our management team will have significant experience or knowledge relating to the operations of the particular target
business.
We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial Business Combination.
Following a Business Combination, we may seek
to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our Initial Business
Combination
We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Memorandum. However, we will
seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for
business or other reasons.
Under Nasdaq’s listing rules, shareholder
approval would be required for our initial Business Combination if, for example:
The decision as to whether we will seek shareholder
approval of a proposed Business Combination in those instances in which shareholder approval is not required by applicable law or stock
exchange listing requirements will be made by us, solely in our discretion, and will be based on business and legal reasons, which include
a variety of factors, including, but not limited to: (i) the timing of the transaction, including in the event we determine shareholder
approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company
at a disadvantage in the transaction or result in other additional burdens on the company; (ii) the expected cost of holding a shareholder
vote; (iii) the risk that the shareholders would fail to approve the proposed Business Combination; (iv) other time and budget
constraints of the company; and (v) additional legal complexities of a proposed Business Combination that would be time-consuming
and burdensome to present to shareholders.
Permitted Purchases of Our Securities
If we seek shareholder approval of our initial
Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer
rules, our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares or Public Rights in privately negotiated
transactions or in the open market either prior to or following the completion of our initial Business Combination, although they are
under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the
record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the
event that our Sponsor, directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public
shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their
prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by Sponsor, directors, officers,
advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies,
which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.
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Additionally, at any time at or prior to our initial
Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors,
officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire
Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However, they
have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any
such transactions. None of the funds in the Trust Account will be used to purchase Public Shares, or Public Rights in such transactions.
The purpose of any such transactions could be
to (1) increase the likelihood of obtaining shareholder approval of the Business Combination, (2) reduce the number of Public
Rights outstanding and/or increase the likelihood of approval on any matters submitted to the public Share Right holders for approval
in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with a target that requires
us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such
requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial Business Combination
that may not otherwise have been possible.
In addition, if such purchases are made, the public
“float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may
make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our Sponsor, directors, officers, advisors and
their affiliates anticipate that they may identify the shareholders with whom our Sponsor, directors, officers, advisors and their affiliates
may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests
submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our
initial Business Combination. To the extent that our Sponsor, directors, officers, advisors and their affiliates enter into a private
transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem
their shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such shareholder
has already submitted a proxy with respect to our initial Business Combination but only if such shares have not already been voted at
the general meeting related to our initial Business Combination. Our Sponsor, directors, officers, advisors and their affiliates will
select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may
deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act
and the other federal securities laws.
Our Sponsor, directors, officers, advisors and
their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5
of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act
to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, directors, officers,
advisors and their affiliates were to purchase Public Shares or Public Rights from Public Shareholders, such purchases would be structured
in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to
the following:
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Redemption Rights for Public Shareholders upon Completion of Our
Initial Business Combination
We will provide our Public Shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares, regardless of whether they abstain, vote for, or vote against,
our initial Business Combination, upon the completion of our initial Business Combination at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of
the initial Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by
the number of then-outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust
Account was $10.07 per Public Share as of December 31, 2024. The per share amount we will distribute to investors who properly redeem
their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our Sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their
founder shares and any Public Shares they may hold in connection with the completion of our initial Business Combination.
Our proposed initial Business Combination may
impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital
or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available
to us, we will not complete the initial Business Combination or redeem any shares, and all Class A ordinary shares submitted for
redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through
loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to forward purchase agreements
or backstop arrangements we may enter into following consummation of the Initial Public Offering, in order to, among other reasons, satisfy
such net tangible assets or minimum cash requirements.
Manner of Conducting Redemptions
We will provide our Public Shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial Business Combination either
(i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means
of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender
offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and
whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement
or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval
under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business
Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with
our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding
Ordinary Shares or seek to amend our Amended and Restated Memorandum would require shareholder approval. So long as we obtain and maintain
a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
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The requirement that we provide our Public Shareholders
with the opportunity to redeem their Public Shares by one of the two methods listed above are contained in provisions of our Amended and
Restated Memorandum and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such
provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes
cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general
meeting of the company, so long as we offer redemption in connection with such amendment.
If we provide our Public Shareholders with the
opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our Amended and Restated Memorandum:
● file proxy materials with the SEC.
In the event that we seek shareholder approval
of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders
with the redemption rights described above upon completion of the initial Business Combination.
If we seek shareholder approval, we will complete
our initial Business Combination only if we receive an ordinary resolution under Cayman Islands law and our Amended and Restated Memorandum,
which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in
person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will be present
if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by
proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our Sponsor, officers
and directors have agreed to vote their founder shares, private placement shares and any Public Shares purchased during or after this
offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination (except that any