IPO and Financing - The company completed its IPO on October 11, 2023, issuing 10,000,000 units at 10.05perunit,raisingatotalof100,500,000[21][23]. - The private placement generated proceeds of 8,490,535fromthesaleof8,490,535privatewarrants,whichareidenticaltopublicwarrants[22].−Thecompanyplanstoraiseatotalof115,000,000 through a forward purchase agreement and additional funds from PIPE investors if needed[42]. - The company has trust funds available for a business combination initially amounting to 97,000,000,afterdeducting3,500,000 of deferred underwriting fees[42]. - The trust account will not release funds until the completion of the initial business combination or by July 11, 2025, if not completed[23]. - The trust account holds 100,500,000,whichmayonlybeinvestedindirectU.S.Treasuryobligationswithamaturityof185daysorlessorincertainmoneymarketfunds[148].−Thecompanyhadaccessto8,490,535 following the IPO and the sale of Private Warrants to cover potential claims and liquidation costs[88]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account[46]. - The company may need to raise additional third-party financing, which could involve dilutive equity issuances or incurring higher levels of debt[115]. - If the company requires additional capital, it may need to borrow from its Sponsor or affiliates, with no obligation for them to provide funds[141]. Business Combination Strategy - The company is focusing on late-stage technology startups in Asia or U.S. technology companies with a strong Asia presence, targeting those with an enterprise value greater than 1billion[28].−Thecompanyiscurrentlyinsubstantivediscussionswithmultipleprioritizedtargetsforitsinitialbusinesscombination[32].−Thecompanyaimstoleverageitsextensivenetworkandexperiencetoidentifyandexecuteabusinesscombinationwithcompaniesthathavestrongcompetitivepositionsandgrowthpotential[27][37].−Thecompanyisparticularlyinterestedincompaniesthathaveexperiencedpositiveperformanceduetodisruptivestrategiesandchangesinconsumerbehavior[28].−Thecompanywillconductthoroughduediligenceonprospectivetargetbusinesses,includingfinancialandoperationalreviews[35].−Thecompanymaypursuebusinesscombinationsoutsideofitsmanagement′sareaofexpertise,whichcouldhindertheevaluationofsignificantriskfactors[173].−Thecompanyhasidentifiedgeneralcriteriaforevaluatingtargetbusinesses,butmayenterintocombinationswithtargetsthatdonotmeetthesecriteria,potentiallyaffectingsuccess[174].−Thecompanyisnotrequiredtoobtainanindependentvaluationopinionforitsbusinesscombination,relyinginsteadonthejudgmentofitsboardofdirectors[175].−ThecompanymayengageinbusinesscombinationswithtargetsaffiliatedwithitsSponsorormanagement,raisingpotentialconflictsofinterest[200].ShareholderRightsandRedemption−Shareholderapprovalmayberequiredfortheinitialbusinesscombination,dependingonvariousfactorsincludingthepercentageofsharesissued[55].−Thecompanymayconductredemptionswithoutashareholdervoteundercertainconditions,butwillseekapprovalifrequiredbylaw[54].−Apublicshareholdercanredeemupto155,000,001, avoiding SEC's "penny stock" rules[63]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules, and cannot complete the business combination until this period expires[68]. Risks and Challenges - The company may face intense competition from other entities in identifying and acquiring target businesses, which may limit its ability to pursue larger acquisitions[91]. - The ongoing instability in global markets and concerns over inflation and recession could further complicate the company's business combination efforts[119]. - Market volatility and geopolitical conditions, including the conflict between Russia and Ukraine and tensions in the Middle East, have adversely affected the company's search for a business combination[118]. - The company may face challenges in conducting due diligence on potential targets due to time constraints as the dissolution deadline approaches[117]. - If the company fails to complete an initial business combination, public shareholders may suffer material losses and may not receive their pro rata share of funds in the trust account until liquidation[116]. - The company may not have sufficient funds to satisfy indemnification claims, which could further reduce the trust account available for public shareholders[145]. - The company may incur substantial debt to complete an initial business combination, which could adversely affect leverage and financial condition[205]. - The company may face increased vulnerability to adverse economic and regulatory changes due to its reliance on a single business or limited product offerings[208]. Management and Governance - The management team and board of directors have potential conflicts of interest due to their affiliations but believe these will not significantly impact the search for acquisition targets[34]. - The company’s management team has agreed to waive their rights to liquidating distributions from the trust account for founder shares if the initial business combination is not completed by the deadline[80]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[185]. - The unexpected loss of key personnel could have a detrimental effect on the company's ability to operate effectively[186]. - The company’s ability to successfully complete its initial business combination is heavily reliant on the efforts of key personnel, whose loss could negatively impact operations and profitability[187]. - Key personnel may negotiate employment or consulting agreements that could create conflicts of interest regarding the most advantageous business combination[189]. - The company’s executive officers and directors may have conflicts of interest due to their commitments to other businesses, potentially affecting the completion of the initial business combination[193]. - The independent directors may choose not to enforce indemnification obligations, which could further impact the funds available for distribution to public shareholders[146]. Regulatory and Compliance - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[98]. - The company is subject to the rules and regulations of the Exchange Act after filing a Registration Statement on Form 8-A with the SEC[96]. - The SEC issued final rules on January 24, 2024, regarding special purpose acquisition companies, which may lead to increased compliance costs and uncertainty[158]. - If the company is deemed an investment company under the Investment Company Act, it may face additional regulatory burdens and expenses, hindering its ability to complete a business combination[153]. - The company plans to liquidate securities in the trust account and hold funds in cash to mitigate the risk of being deemed an investment company, which could reduce the amount available for public shareholders[155]. Miscellaneous - The company does not plan to buy unrelated businesses or assets, focusing instead on completing a business combination[152]. - The company may reincorporate in another jurisdiction in connection with its initial business combination, which could impose taxes on shareholders[183]. - The company may issue additional shares that could dilute existing shareholders' interests, particularly if anti-dilution provisions are triggered[180]. - The company may only complete one business combination with the proceeds of the IPO and the sale of Private Warrants, leading to a lack of diversification and potential negative impacts on operations and profitability[206]. - The company may face increased costs and decreased availability of directors and officers liability insurance may hinder the company's ability to negotiate initial business combinations[138].
