Latest 10-Q filed 5/14/2026 · Compared against 11/14/2025
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Item 1A. Risk Factors
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, the section titled Risk Factors contained in (i) our IPO Registration Statement, (ii) our and 2025 Annual Report on Form 10-K for the year ended December 31, 2024, filed . Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or 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 on Mar.
We may seek to extend the Combination Period, which 21, 2025 and (iii)could reduce the amount held in our Quarterly Report on Form 10-Q for tTrust Account and have adverse effects on our Company.
If we are unable to consummate our initial Business Combination on or before June 20, 2026, we may seek shareholder approval to extend the quarter Combination Period by amended March 31, 2025, fileding our Amended and Restated Articles. In such event, our Public Shareholders with the SEC on May 15, 2025ll be provided the opportunity to have all or a portion of their Public Shares redeemed. Any of redemptions will reduce these factors could result in a significant or amount held in our Trust Account, the effect of which may adversely affect our ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.
Certain agreements related to the Initial Public Offering material adverse ey be amended, or their provisions waived, without shareholder approval.
Certain of the agreements related to the Initial Public Offect on our results of operring to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include the (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registrations or financial condition. Add Rights Agreement, (iii) the Private Placement Warrants Purchase Agreements and (iv) the Administrative Services Agreement. These agreements contain various provisions that our Public Shareholders might deem to be material. For example, our Letter Agreement and the Underwritional risks could arise that may also affect our business or ability to consummate an ining Agreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or waivers to such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent of the underwriters of the Initial Public Offering. Any such modification, such as an amendment to shorten lock-up restrictions, may benefit our Sponsor, officers and/or directors. Any such amendments would not require approval from our shareholders, may result in the completion of our initial Business Combination. We that may disclose changes to such risk factors or disclose additionnot otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, although we would not amend lock-up provisions to permit securities held by our Sponsor to be freely sold prior to our initial risk factors from timeBusiness Combination, we may amend such provisions to permit them to time in our future filings with be freely sold after the Business Combination earlier than they would otherwise be permitted, which may have an adverse effect on the SECprice of our securities.
For the risks related to Everli and the Everli Business Combination, please see the registration statement on Form S-4 for the Everli Business Combination, once filed.