Overview
- TickerCCTSF on OTC1
- IndustryBlank Checks1
- HeadquartersCranbury, New Jersey1
- Incorporated inCayman Islands3
- Business address4B Cedar Brook Drive, Cranbury, Nj 085123
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
See how the biggest companies compare on our leaderboards
EVGI. As part of the closing, a change in management and the board of directors was implemented.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT | $337.0K | $1.0M |
| OPERATING EXPENSES | -$753.0K | -$2.0M |
| FINANCIAL EXPENSES | -$143.0K | -$304.0K |
| NET (LOSS) FOR THE YEAR | -$559.0K | -$1.3M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $51.0K | $8.0K | |
| Prepaid expenses | $22.0K | $196.0K | |
| TOTAL CURRENT ASSETS | $73.0K | $204.0K | |
| Cash held in trust account | $641.0K | $9.0M | |
| TOTAL ASSETS | $714.0K | $9.2M | |
| Related party | $12.0K | $12.0K | |
| Promissory notes | $1.1M | $632.0K | |
| Accrued expenses and other liabilities | $1.1M | $940.0K | |
| TOTAL CURRENT LIABILITIES | $3.0M | $2.3M | |
| CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 52,239 shares at December 31, 2025, at a redemption value of $12.27 and 763,572 shares at December 31, 2024, at a redemption value of $11.76 per share | $641.0K | $9.0M | $21.2M |
| Additional paid-in capital | $285.0K | ||
| Accumulated deficit | -$3.0M | -$2.4M | |
| TOTAL CAPITAL DEFICIENCY | -$3.0M | -$2.1M | -$5.5M |
| TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND CAPITAL DEFICIENCY | $714.0K | $9.2M | |
| Preference shares, par value | $0.00 | $0.00 | |
| Preference shares, shares authorized | 5.0M shares | 5.0M shares | |
| Preference shares, shares issued | 0 shares | 0 shares | |
| Preference shares, shares outstanding | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $51.0K | $8.0K | |
| Prepaid expenses | $22.0K | $196.0K | |
| TOTAL CURRENT ASSETS | $73.0K | $204.0K | |
| Cash held in trust account | $641.0K | $9.0M | |
| TOTAL ASSETS | $714.0K | $9.2M | |
| Related party | $12.0K | $12.0K | |
| Promissory notes | $1.1M | $632.0K | |
| Accrued expenses and other liabilities | $1.1M | $940.0K | |
| TOTAL CURRENT LIABILITIES | $3.0M | $2.3M | |
| CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 52,239 shares at December 31, 2025, at a redemption value of $12.27 and 763,572 shares at December 31, 2024, at a redemption value of $11.76 per share | $641.0K | $9.0M | $21.2M |
| Additional paid-in capital | $285.0K | ||
| Accumulated deficit | -$3.0M | -$2.4M | |
| TOTAL CAPITAL DEFICIENCY | -$3.0M | -$2.1M | -$5.5M |
| TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND CAPITAL DEFICIENCY | $714.0K | $9.2M | |
| Preference shares, par value | $0.00 | $0.00 | |
| Preference shares, shares authorized | 5.0M shares | 5.0M shares | |
| Preference shares, shares issued | 0 shares | 0 shares | |
| Preference shares, shares outstanding | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss for the year | -$559.0K | -$1.3M |
| Financial expenses | $143.0K | $304.0K |
| Stock based compensation | $387.0K | |
| Decrease (increase) in prepaid expenses | $174.0K | -$196.0K |
| Increase in accrued expenses | $112.0K | $402.0K |
| Net cash (used in), operating activities | -$130.0K | -$415.0K |
| Redemption of Class A Ordinary shares | -$8.7M | -$13.4M |
| Proceeds from sponsor loan | $95.0K | $953.0K |
| Proceeds from promissory note | $415.0K | $600.0K |
| Net cash (used in), financing activities | -$8.2M | -$11.8M |
| DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | -$8.3M | -$12.3M |
| Sponsor Loan Waiver | $860.0K | |
| Sponsor inducement for issuing the promissory note | $246.0K | |
| Underwriters deferred compensation waiver | $4.4M |
No quarter-by-quarter statement was filed.
Corporate structure
Cactus Acquisition Corp. 1 Ltd sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Cactus Acquisition Corp. 1 Ltd
- Kepos Capital LP Filed SCHEDULE 13G/A on Cactus Acquisition Corp. 1 Ltd, latest Feb 13, 2026 (2 filings since Aug 12, 2025)
- 683 Capital Management, LLC Filed SC 13G/A on Cactus Acquisition Corp. 1 Ltd, latest Nov 15, 2024 (2 filings since Feb 14, 2024)
- RIVERNORTH CAPITAL MANAGEMENT, LLC Filed SC 13G/A on Cactus Acquisition Corp. 1 Ltd, latest Nov 14, 2024 (2 filings since Feb 14, 2024)
- Cactus Healthcare Management LP Filed SC 13G/A on Cactus Acquisition Corp. 1 Ltd, latest May 23, 2024 (2 filings since Mar 21, 2022)
- Graham Macgregor Chee Filed SC 13D on Cactus Acquisition Corp. 1 Ltd, latest May 22, 2024
- EVGI Ltd Filed SC 13D/A on Cactus Acquisition Corp. 1 Ltd, latest May 17, 2024 (3 filings since Mar 6, 2024)
- CALAMOS INVESTMENT TRUST/IL Filed SC 13G on Cactus Acquisition Corp. 1 Ltd, latest Feb 14, 2024 (2 filings since Feb 8, 2022)
- Radcliffe Capital Management, L.P. Filed SC 13G/A on Cactus Acquisition Corp. 1 Ltd, latest Feb 14, 2024 (2 filings since Apr 27, 2023)
- Mizuho Financial Group Filed SC 13G on Cactus Acquisition Corp. 1 Ltd, latest Feb 13, 2024
- Saba Capital Management, L.P. Filed SC 13G/A on Cactus Acquisition Corp. 1 Ltd, latest Feb 7, 2024 (3 filings since Jan 13, 2022)
- HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SC 13G/A on Cactus Acquisition Corp. 1 Ltd, latest Jan 19, 2024 (4 filings since Nov 12, 2021)
- Beryl Capital Management LLC Filed SC 13G/A on Cactus Acquisition Corp. 1 Ltd, latest Feb 13, 2023 (2 filings since Nov 9, 2021)
- Cactus Acquisition Corp. 1 Ltd Cranbury, New Jersey
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Cactus Acquisition Corp. 1 Ltd reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $51.0K2 Dec 31, 2025 | $8.0K2 Dec 31, 2024 | +537.5% |
Properties, in its own words
We currently maintain our executive offices at 4B Cedar Brook Drive, Cranbury, NJ 08512. Our executive offices are currently provided to us by our original sponsor at no cost. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Jul 29, 2026.4
Leadership
Who has led Cactus Acquisition Corp. 1 Ltd, and when. Pick a name to see everywhere that person has worked.
- Chief executive officerGary Challinor Apr 25, 2024 to Apr 25, 202412
- Chief executive officerOfer Gonen Nov 3, 2021 to Nov 3, 202113
- Chief financial officerStephen T. Wills Nov 3, 2021 to Nov 3, 202114
Board members and other officers (10)
- Board memberEmmanuel Meyer Mar 6, 2024 to Apr 12, 202415
- Board memberHuiyan Geng Mar 6, 2024 to Apr 12, 202416
- Board memberJoseph Cornelius Thomassen Mar 6, 2024 to Apr 12, 202417
- Board memberJeff Leblanc May 22, 2024 to Aug 1, 202418
- Board memberTerry Alan Farris May 22, 2024 to May 22, 202419
- Board memberAdam John Ridgway Jun 4, 2024 to Jul 29, 202420
- Board memberDavid Shulkin Nov 3, 2021 to Nov 3, 202121
- Board memberNachum Shamir Nov 3, 2021 to Nov 3, 202122
- Board memberOfer Gonen Nov 3, 2021 to Nov 3, 202113
- Board memberDavid Sidransky Nov 4, 2021 to Nov 4, 202123
Timeline
- Jan 5, 20268-K Executive or director change24
- Nov 6, 20258-K Shareholder vote; Other events25
- Jun 20, 20258-K Executive or director change26
- Dec 9, 20248-K Executive or director change27
- Nov 7, 20248-K Shareholder vote; Other events28
- Nov 4, 20248-K Listing notice or transfer29
- Oct 31, 20248-K Entered a material agreement30
- Sep 4, 20248-K Entered a material agreement31
- Aug 29, 20248-K Regulation FD disclosure32
- Jul 29, 20248-K Regulation FD disclosure33
- Jul 2, 20248-K Regulation FD disclosure34
- May 21, 20248-K Entered a material agreement; New debt or obligation35
- Apr 25, 2024New chief executive Gary Challinor becomes CEO12
- Nov 3, 2021New chief executive Ofer Gonen becomes CEO13
Filings
171 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 32 major events, 35 insider forms, 26 large holders, 58 other. The latest 20:
- Oct 15, 2026DEF 14A EDGAR
- Sep 28, 2026PRE 14A EDGAR
- Sep 4, 202610-Q EDGAR
- Aug 28, 202610-Q EDGAR
- Aug 14, 2026NT 10-Q EDGAR
- Jul 29, 202610-K EDGAR
- Apr 1, 2026NT 10-K EDGAR
- Feb 13, 2026SCHEDULE 13G/A EDGAR
- Jan 5, 20268-K EDGAR
- Dec 29, 2025425 EDGAR
- Nov 19, 202510-Q EDGAR
- Nov 17, 2025NT 10-Q EDGAR
- Nov 6, 20258-K EDGAR
- Oct 22, 2025DEF 14A EDGAR
- Sep 5, 2025PRE 14A EDGAR
- Aug 14, 202510-Q EDGAR
- Aug 12, 2025SCHEDULE 13G EDGAR
- Aug 11, 202510-Q EDGAR
- Jun 20, 20258-K EDGAR
- May 16, 2025NT 10-Q EDGAR
The 171 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
7 open-market trades by officers, directors and large owners since October 2021: 2 buys and 5 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jul 29, 2024 | LeBlanc JeffDirector | Buy | 100,000 | $0.50 | $50.0K | Form 4 |
| Jul 29, 2024 | ARWM Inc Pte. Ltd.10% owner | Sale | 100,000 | $0.50 | $50.0K | Form 4 |
| Jul 6, 2024 | Ridgway Adam JohnDirector | Buy | 30,000 | $0.50 | $15.0K | Form 4 |
| Jul 6, 2024 | ARWM Inc Pte. Ltd.10% owner | Sale | 30,000 | $0.50 | $15.0K | Form 4 |
| Jun 14, 2024 | ARWM Inc Pte. Ltd.10% owner | Sale | 270,000 | $0.50 | $135.0K | Form 4 |
| Feb 23, 2024 | Cactus Healthcare Management LLC10% owner | Sale | 2,530,000 | Form 4 | ||
| Jul 10, 2023 | Kepos Capital LP10% owner | Sale | 250,000 | $10.58 | $2.6M | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Kepos Capital LPSCHEDULE 13G/A, 2 filings Aug 12, 2025 to Feb 13, 202636
- 683 Capital Management, LLCSC 13G/A, 2 filings Feb 14, 2024 to Nov 15, 202437
- RIVERNORTH CAPITAL MANAGEMENT, LLCSC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 202438
- Cactus Healthcare Management LPSC 13G/A, 2 filings Mar 21, 2022 to May 23, 202439
- Graham Macgregor CheeSC 13D, 1 filing May 22, 202440
- EVGI LtdSC 13D/A, 3 filings Mar 6, 2024 to May 17, 202441
- CALAMOS INVESTMENT TRUST/ILSC 13G, 2 filings Feb 8, 2022 to Feb 14, 202442
- Radcliffe Capital Management, L.P.SC 13G/A, 2 filings Apr 27, 2023 to Feb 14, 202443
- Mizuho Financial GroupSC 13G, 1 filing Feb 13, 202444
- Saba Capital Management, L.P.SC 13G/A, 3 filings Jan 13, 2022 to Feb 7, 202445
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSC 13G/A, 4 filings Nov 12, 2021 to Jan 19, 202446
- Beryl Capital Management LLCSC 13G/A, 2 filings Nov 9, 2021 to Feb 13, 202347
SEC filer profile
How Cactus Acquisition Corp. 1 Ltd is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCactus Acquisition Corp. 1 Ltd1
- CIK0001865861
- Employer ID (EIN)00-00000004
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address4B Cedar Brook Drive, Cranbury, NJ 085121
- Phone609-495-22221
- Shares outstanding3,214,738 shares as of Dec 31, 20254
- Public float$22.2M as of Jun 30, 20254
- AuditorKesselman & Kesselman C.P.A.s, Tel-Aviv, Israel PCAOB ID 1309; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceJun 15, 20211
- Filings175 in all: 8-K (32), 3 (19), 10-Q (15), CORRESP (11), SC 13G (10), SC 13G/A (10), 4 (9), UPLOAD (8)1
All 32 form types
3/A (7), DEF 14A (6), PRE 14A (6), 10-K (5), NT 10-Q (5), 425 (4), DEFA14A (4), NT 10-K (3), PRER14A (3), SC 13D (2), SC 13D/A (2), SC 14F1 (2), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), EFFECT (1), S-1 (1), S-1/A (1), S-1MEF (1), SC 14F1/A (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Jul 29, 2026
Quarterly report (10-Q) Sep 4, 2026
Proxy statement (DEF 14A) Oct 15, 2026
Latest 8-K (8-K) Jan 5, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Class A ordinary shares, par value $0.0001 per share | CCTSF | |
| Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | CTSWF | |
| Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant | CTSUF |
From the cover page of the 10-K filed Jul 29, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Cactus Acquisition Corp. 1 Ltd names in Item 1A of its 10-K filed Jul 29, 2026: 75 risks under these headings, as written.4
- Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
- We have been delisted from the Nasdaq Stock Market and may face challenges in relisting or qualifying the combined company for listing on a major U.S. exchange.
- We may be unable to obtain- on reasonable terms or at all- additional financing to continue operations, complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
- We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- The requirement that we complete our initial business combination within the combination period may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach the end of the combination period, which could undermine our ability to complete our initial business combination on terms that would provide value for our shareholders.
- Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by unfavorable macro-economic trends, ongoing military conflicts and other geopolitical uncertainties.
- Because there are many SPACs evaluating targets, attractive targets have become scarcer and there is more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to consummate an initial business combination.
- We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $11.79 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
- The notes to the financial statements included in this Annual Report contain an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
The other 63 risks
- Our sponsor shareholders will be able to approve the business combination regardless of how our public shareholders vote.
- Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.
- If we seek shareholder approval of our initial business combination, our original sponsor, successor sponsor and other initial shareholders, as well as our directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
- Because the funds being held outside of the trust account are insufficient to allow us to operate for the remainder of the combination period, that could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, as we will depend on additional loans third parties to fund those activities.
- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.79 per share.
- Our directors may decide not to enforce the indemnification obligations of our original sponsor, or to enforce provisions of the sponsor purchase agreement allocating our liabilities to our successor sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
- If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- Changes in SEC rules affecting SPACs may adversely affect our ability to negotiate and complete our initial business combination.
- Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- Because we are not limited to any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
- We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
- We may only be able to complete one business combination with the proceeds from our initial public offering and the sale of the private warrants, along with funding from third party sources (which may not be available), which will cause us to be solely dependent on a single business which may have a limited number of products or services, or product candidates. This lack of diversification may negatively impact our operations and profitability.
- We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
- We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
- In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments. We may seek at a meeting to approve our initial business combination, to amend our amended and restated memorandum and articles of association in a manner that will make it easier for us to complete our initial business combination, which some of our shareholders may not support.
- We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants.
- Certain agreements related to our initial public offering may be amended without shareholder approval.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
- We may be deemed a “foreign person” and therefore may not be able to complete our business combination because such transaction may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States, or may be ultimately prohibited.
- Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $11.79 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- Our internal computer systems, or those of our third-party contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our operations and business combination plans.
- Risks Relating to the Post-Business Combination Company
- If we effect a business combination with a company located in a foreign jurisdiction, we would be subject to a variety of additional risks that may negatively impact our operations.
- If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
- After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.
- Exchange rate fluctuations and currency policies may diminish a target business’ ability to succeed in the international markets.
- Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
- We may have limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
- Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
- Risks Relating to our Management Team
- Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the skills efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- Past performance by the companies in which our management team and our successor sponsor’s members and affiliates have been involved may not be indicative of future performance of an investment in us.
- Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Since our original sponsor, successor sponsor, and current sponsor, and the other initial shareholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- Since our successor sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
- Risks Relating to our Securities
- Our successor sponsor controls the appointment of our Board until completion of our initial business combination and holds a substantial interest in us. As a result, it appoints all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.
- A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
- We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
- Our warrants contained in our units, together with our founders shares and private warrants, may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
- There is currently a limited market for our securities, which could adversely affect the liquidity and price of our securities.
- Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.
- Our amended and restated memorandum and articles of association provide that unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum of resolution of any claims arising under the Securities Act, which may impose additional litigation costs on our shareholders.
- Our amended and restated articles of association provide that unless we consent otherwise, the courts of the Cayman Islands shall have sole and exclusive jurisdiction for all disputes between our company and our shareholders under the Companies Act.
- Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
- After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all or substantially of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.
- If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our extension meeting or initial business combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- The warrants that are part of the units that we offered publicly and issued privately, together with our grant of registration rights to our original sponsor and others, may have an adverse effect on the market price of our Class A ordinary shares and may make it more difficult for us to complete our initial business combination.
- Our original sponsor paid a nominal price for its acquisition of the founders shares. We may furthermore issue additional Class A ordinary shares or other securities to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders further and likely present other risks.
- Unlike certain other blank check companies, our sponsor shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
- We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.
- Because of the number of Class A ordinary shares received by our original sponsor upon the conversion of the founder shares, Nasdaq may in the future consider us to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
- We may reincorporate in, migrate to or merge with and into another entity as surviving company in, another jurisdiction in connection with our initial business combination and such reincorporation, migration or merger may result in taxes imposed on shareholders.
- Emerging Regulatory and Market Risks
- Increased regulatory scrutiny of SPAC transactions may delay or prevent our ability to complete a business combination, or increase the cost of compliance.
- Litigation and heightened shareholder activism in the SPAC space could adversely affect our business combination efforts.
- Additional Risk Factors for Consideration
- Our delisting from Nasdaq may reduce the appeal of our securities to potential business combination targets and investors.
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10
- 11
- 12
- 13SEC EDGAROfer Gonen, Chief executive officer
- 14
- 15SEC EDGAREmmanuel Meyer, Board member
- 16SEC EDGARHuiyan Geng, Board member
- 17
- 18SEC EDGARJeff Leblanc, Board member
- 19SEC EDGARTerry Alan Farris, Board member
- 20SEC EDGARAdam John Ridgway, Board member
- 21SEC EDGARDavid Shulkin, Board member
- 22SEC EDGARNachum Shamir, Board member
- 23SEC EDGARDavid Sidransky, Board member
- 24SEC EDGARExecutive or director change
- 25SEC EDGARShareholder vote; Other events
- 26SEC EDGARExecutive or director change
- 27SEC EDGARExecutive or director change
- 28SEC EDGARShareholder vote; Other events
- 29SEC EDGARListing notice or transfer
- 30SEC EDGAREntered a material agreement
- 31SEC EDGAREntered a material agreement
- 32SEC EDGARRegulation FD disclosure
- 33SEC EDGARRegulation FD disclosure
- 34SEC EDGARRegulation FD disclosure
- 35
- 36
- 37
- 38
- 39
- 40
- 41
- 42
- 43
- 44
- 45
- 46
- 47