Latest 10-Q filed 5/15/2026 · Compared against 11/12/2025
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Item1A. Risk Factors
There have been no material As a smaller reporting company under Rule 12b-2 of the Exchanges to our Act, we are not required to include risk factors as disclosin the Report. However, for detailed in our final prospectus for the Initial Public Offering, in our Annualdescriptions of the risks relating to our Company, see the section titled Risk Factors contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report and (iii) Quarterly Reports on Form 10-KQ for the yearquarterly periods ended DecSeptember 30, 2025, June 30, 2025, March 31, 2024, 5, as filed with the SEC on March 31November 11, 2025, in our Quarterly August 13, 2025 and May 13, 2025, respectively. As of the date of the Report on Form 10-Q for quart, there have been no material changes with respect to those risk factors , other ended March 31, 2025, filthan as set forth below. Any of these previously disclosed with the SEC on May 13, 2025 and irisk factors could result in a significant or material adverse effect on our Quarterly Report on Form 10-Q foresults of operations or financial condition. Additional risks not presently known to us or the quarter ended June 30, 2025, filed with the SEC on August 13, 2025, except as set forth below: at we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Delays in the government budget process or a government shutdown may materially adversely affect the Companysour ability to complete itsour initial Business Combination, including the PlusAI Business Combination, oor the operations of the post-closing company following the PlusAIour initial Business Combination.
Each year, the U.S. Congress must pass all spending bills in the federal budget. If any such spending bill is not timely passed, a government shutdown will close many federally run operations, which includes those of the SEC, and halt work for federal employees unless they are considered essential. If a government shutdown occurs (which it has since October 1, 2025), and the SEC remains closed for a prolonged period of time, the Company may we may not be able to complete itsour initial Business Combination, including the PlusAI Business Combination, particularly if the SEC is unable to timely review the Companysour filings, or those of a target business or other entity that relate to the Companysour initial Business Combination, or to declare such filings effective to the extent required or as may be applicable. Additionally, following consummation of the Companysour initial Business Combination, including the PlusAI Business Combination, the post-closing companys operations or its ability to raise additional capital to support its operations could be materially adversely affected by any prolonged government shutdown.