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Latest 10-Q filed 5/14/2026 · Compared against 11/12/2025
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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. However, for risdetailed descriptions of the risks relating to our operationsCompany, see the section titled Risk Factors contained in our (i) IPO Registration Statement and (ii) 2025 Annual Report, and (iii) Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2025 , June 30, 2025 and JuneSeptember 30, 2025, as filed with the SEC on June 27, 202 and 5, August 14, 2025, and November 11, 2025, respectively. As of the date of thise Report, there have been no material changes with respect to those risk factors , other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that 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.
There is substantial doubt about our ability to continue as a going concern.
In connection with our assessment of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional financing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from the date the unaudited condensed financial statements included in Item 1. Financial Statements of this Report were issued.