Overview
- TickerCPTKW on OTC1
- IndustryWholesale-Hardware1
- HeadquartersNew York, New York1
- Incorporated inCayman Islands3
- Business address28 West 25Th Street, 6Th Floor, New York, Ny 100103
- Filer category, Emerging growth company3
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(“CIIG”), a Delaware limited liability company, (each, a “sponsor” and together, the “sponsors”).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 |
|---|---|---|
| Operating costs | $3.0M | $700.5K |
| Loss from operations | -$3.0M | -$700.5K |
| Non-redemption agreement expense | -$223.1K | -$451.3K |
| Trust dividend income | $234.2K | $947.3K |
| Change in fair value of warrant liabilities | $14 | |
| Total other income, net | $11.1K | $496.0K |
| Net loss | -$3.0M | -$204.5K |
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 | $425 | $425 | $652 |
| Prepaid expenses | $992 | $1.6K | |
| Total current assets | $1.4K | $2.0K | |
| Investments held in Trust Account | $5.8M | $5.8M | |
| Total assets | $5.8M | $5.8M | |
| Accounts payable and accrued expenses | $3.7M | $1.8M | |
| Total current liabilities | $5.3M | $3.0M | |
| Warrant liabilities | $14 | ||
| Total liabilities | $5.3M | $3.0M | |
| Additional paid-in capital | $13.0M | $12.1M | |
| Accumulated deficit | -$18.3M | -$15.0M | |
| Total shareholders deficit | -$5.3M | -$3.0M | -$2.3M |
| Total liabilities, class A ordinary shares subject to possible redemption, and shareholders deficit | $5.8M | $5.8M | |
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $425 | $425 | $652 |
| Prepaid expenses | $992 | $1.6K | |
| Total current assets | $1.4K | $2.0K | |
| Investments held in Trust Account | $5.8M | $5.8M | |
| Total assets | $5.8M | $5.8M | |
| Accounts payable and accrued expenses | $3.7M | $1.8M | |
| Total current liabilities | $5.3M | $3.0M | |
| Warrant liabilities | $14 | ||
| Total liabilities | $5.3M | $3.0M | |
| Additional paid-in capital | $13.0M | $12.1M | |
| Accumulated deficit | -$18.3M | -$15.0M | |
| Total shareholders deficit | -$5.3M | -$3.0M | -$2.3M |
| Total liabilities, class A ordinary shares subject to possible redemption, and shareholders deficit | $5.8M | $5.8M | |
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M 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 | -$3.0M | -$204.5K |
| Change in fair value of warrant liabilities | -$14 | |
| Non-redemption agreement expense | $223.1K | $451.3K |
| Trust dividend income | -$234.2K | -$947.3K |
| Prepaid expenses | $602 | $1.2K |
| Accounts payable and accrued expenses | $1.9M | $425.4K |
| Net cash used in operating activities | -$1.1M | -$273.9K |
| Cash withdrawn from Trust Account in connection with redemption | $250.1K | $40.2M |
| Net cash provided by investing activities | $250.1K | $40.2M |
| Proceeds from promissory note to related party | $403.5K | $273.7K |
| Capital contribution from the Sponsor | $705.2K | |
| Redemption of Class A ordinary shares subject to possible redemption | -$250.1K | -$40.2M |
| Net cash provided by (used in) financing activities | $858.7K | -$39.9M |
| Net Change in Cash | -$227 | |
| Remeasurement of Class A ordinary shares subject to possible redemption | $234.2K | $947.3K |
| Equity contribution from Non-Redemption Agreements | $223.1K | $451.3K |
No quarter-by-quarter statement was filed.
Corporate structure
Crown PropTech Acquisitions 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 Crown PropTech Acquisitions
- Sandia Investment Management LP Filed SCHEDULE 13G on Crown PropTech Acquisitions, latest Aug 14, 2025
- CIIG MANAGEMENT III LLC Filed SCHEDULE 13D/A on Crown PropTech Acquisitions, latest May 13, 2025 (5 filings since Jan 27, 2023)
- FIR TREE CAPITAL MANAGEMENT LP Filed SC 13G/A on Crown PropTech Acquisitions, latest Nov 14, 2024 (2 filings since Feb 14, 2024)
- Harraden Circle Investments, LLC Filed SC 13G/A on Crown PropTech Acquisitions, latest Nov 12, 2024 (2 filings since Feb 20, 2024)
- PERISCOPE CAPITAL INC. Filed SC 13G/A on Crown PropTech Acquisitions, latest Nov 12, 2024 (2 filings since Feb 9, 2024)
- Radcliffe Capital Management, L.P. Filed SC 13G/A on Crown PropTech Acquisitions, latest Jun 28, 2024 (2 filings since Feb 16, 2023)
- METEORA CAPITAL, LLC Filed SC 13G/A on Crown PropTech Acquisitions, latest Mar 11, 2024 (2 filings since Feb 14, 2024)
- BlackRock Filed SC 13G/A on Crown PropTech Acquisitions, latest Feb 14, 2024 (3 filings since Feb 4, 2022)
- Sculptor Capital LP Filed SC 13G/A on Crown PropTech Acquisitions, latest Feb 14, 2022
- Crown PropTech Sponsor, LLC Filed SC 13G on Crown PropTech Acquisitions, latest Feb 8, 2022
- Crown PropTech Acquisitions New York, New York
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Crown PropTech Acquisitions 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
Properties, in its own words
We currently maintain our executive offices at 40 West 57th Street, 29th Floor, New York, New York 10019. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Mar 31, 2026.4
Leadership
Who has led Crown PropTech Acquisitions, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
- Chief executive officerGavin Cuneo Jan 19, 2023 to Jan 19, 202313
- Chief executive officerMichael Minnick Jan 19, 2023 to Jan 19, 202314
- Chief executive officerRichard Chera Feb 8, 2021 to Feb 8, 202115
- Chief financial officerPius Sprenger Feb 8, 2021 to Feb 8, 202116
Board members and other officers (6)
- Board memberChristopher Thomas Rogers May 9, 2023 to May 9, 202317
- Board memberMartin Enderle Feb 8, 2021 to Feb 8, 202118
- Board memberMelissa Holladay Feb 8, 2021 to Feb 8, 202119
- Board memberPaasschen Frits D. Van Feb 8, 2021 to Feb 8, 202120
- Board memberPius Sprenger Feb 8, 2021 to Feb 8, 202116
- Board memberRichard Chera Feb 8, 2021 to Jan 19, 202315
Timeline
- Sep 3, 20268-K Entered a material agreement; Regulation FD disclosure21
- Jun 10, 20268-K Regulation FD disclosure22
- May 21, 20268-K Entered a material agreement; Regulation FD disclosure23
- Mar 10, 20268-K Bylaws or fiscal year changed; Shareholder vote24
- Mar 6, 20268-K Regulation FD disclosure25
- Feb 17, 20268-K Entered a material agreement; Regulation FD disclosure; Other events26
- Jul 3, 20258-K Entered a material agreement; Regulation FD disclosure27
- Jun 13, 20258-K Change of auditor28
- Jun 3, 20258-K Regulation FD disclosure29
- May 9, 20258-K Bylaws or fiscal year changed; Shareholder vote30
- May 8, 20258-K Regulation FD disclosure31
- Aug 13, 20248-K Bylaws or fiscal year changed; Shareholder vote32
- Jan 19, 2023New chief executive Michael Minnick becomes CEO14
- Jan 19, 2023New chief executive Gavin Cuneo becomes CEO13
- Feb 8, 2021New chief executive Richard Chera becomes CEO15
Filings
144 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 34 major events, 7 insider forms, 21 large holders, 61 other. The latest 20:
- Sep 3, 20268-K CURRENT REPORT EDGAR
- Aug 18, 202610-Q QUARTERLY REPORT EDGAR
- Aug 17, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
- Jun 10, 20268-K CURRENT REPORT EDGAR
- May 21, 2026425 CURRENT REPORT EDGAR
- May 21, 20268-K CURRENT REPORT EDGAR
- May 18, 202610-Q QUARTERLY REPORT EDGAR
- Mar 31, 202610-K ANNUAL REPORT EDGAR
- Mar 10, 20268-K CURRENT REPORT EDGAR
- Mar 6, 2026DEFA14A CURRENT REPORT EDGAR
- Mar 6, 20268-K CURRENT REPORT EDGAR
- Feb 27, 2026DEF 14A PROXY STATEMENT EDGAR
- Feb 18, 2026PRE 14A PROXY STATEMENT EDGAR
- Feb 17, 20268-K CURRENT REPORT EDGAR
- Dec 23, 202510-Q QUARTERLY REPORT EDGAR
- Dec 17, 202510-Q QUARTERLY REPORT EDGAR
- Dec 5, 202510-Q QUARTERLY REPORT EDGAR
- Dec 3, 202510-K ANNUAL REPORT EDGAR
- Nov 7, 202510-Q QUARTERLY REPORT EDGAR
- Oct 31, 202510-Q QUARTERLY REPORT EDGAR
The 144 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.
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.
- Sandia Investment Management LPSCHEDULE 13G, 1 filing Aug 14, 202533
- CIIG MANAGEMENT III LLCSCHEDULE 13D/A, 5 filings Jan 27, 2023 to May 13, 202534
- FIR TREE CAPITAL MANAGEMENT LPSC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 202435
- Harraden Circle Investments, LLCSC 13G/A, 2 filings Feb 20, 2024 to Nov 12, 202436
- PERISCOPE CAPITAL INC.SC 13G/A, 2 filings Feb 9, 2024 to Nov 12, 202437
- Radcliffe Capital Management, L.P.SC 13G/A, 2 filings Feb 16, 2023 to Jun 28, 202438
- METEORA CAPITAL, LLCSC 13G/A, 2 filings Feb 14, 2024 to Mar 11, 202439
- BlackRockSC 13G/A, 3 filings Feb 4, 2022 to Feb 14, 202440
- Sculptor Capital LPSC 13G/A, 1 filing Feb 14, 202241
- Crown PropTech Sponsor, LLCSC 13G, 1 filing Feb 8, 202242
SEC filer profile
How Crown PropTech Acquisitions is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCrown PropTech Acquisitions1
- CIK0001827899
- 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)5072 Wholesale-Hardware1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address28 West 25Th Street, 6Th Floor, New York, NY 100101
- Phone212-563-64001
- Shares outstanding483,822 Common Class A shares; 6,900,000 Common Class B shares as of Mar 30, 20264
- Public float$5.8M as of Dec 31, 20254
- AuditorCBIZ CPAs P.C., Houston, TX PCAOB ID 199; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceOct 22, 20201
- Filings180 in all: 8-K (37), 425 (33), 10-Q (17), 3 (12), SC 13G (8), SC 13G/A (8), DEFA14A (7), NT 10-Q (7)1
All 36 form types
10-K (5), DEF 14A (5), PRE 14A (5), CORRESP (3), NT 10-K (3), SC 13D/A (3), 25-NSE (2), 4 (2), 8-K/A (2), S-4/A (2), UPLOAD (2), 10-Q/A (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRS/A (1), EFFECT (1), PREM14A (1), PRER14A (1), RW (1), S-1 (1), S-1/A (1), S-1MEF (1), S-4 (1), SC 13D (1), SCHEDULE 13D/A (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 18, 2026
Proxy statement (DEF 14A) Feb 27, 2026
Latest 8-K (8-K) Sep 3, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Redeemable warrants | CPTKW | NONE |
From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Crown PropTech Acquisitions names in Item 1A of its 10-K filed Mar 31, 2026: 70 risks under these headings, as written.4
- Our business, financial condition, financial results, and future growth prospects are subject to a number of risks and uncertainties, including those set forth below. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, financial results, and future growth prospects. Additional risks and uncertainties that are not currently known to us or that we do not currently believe to be material may also negatively affect our business, financial condition, financial results, and future growth prospects.
- Risks Related to Our Business
- Risks Related to Our Securities
- Risks Related to Our Trust Account
- Risks Related to Our Operations
- Risks Related to Our Corporate Structure
- Risks Related to Our Search for a Business Combination
- Risks Related to Our Organizational Documents and Structure
- Risks Related to Our Warrants
- General Risks
- Risks Associated with Acquiring and Operating a Business in Foreign Countries
- We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
The other 68 risks
- Our Public Shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our Public Shareholders do not support such a combination.
- Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
- If we seek shareholder approval of our initial business combination, our Initial Shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our Public Shareholders vote.
- The ability of our Public Shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
- 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.
- 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 requirement that we complete our initial business combination within the time period prescribed in our Articles 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 our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
- We may not be able to complete our initial business combination within the time period prescribed in our Articles, 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 $11.84 per share (based on the Trust Account balance as of March 9, 2026), or less than such amount in certain circumstances, and our warrants will expire worthless.
- If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.
- You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.
- The Company’s securities have been delisted from the New York Stock Exchange.
- 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 of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our Public Shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
- Affiliates of Crown Acquisitions Inc. have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.
- Certain members of our management team may be involved in and have a greater financial interest in the performance of other Crown Acquisitions Inc. entities, and such activities may create conflicts of interest in making decisions on our behalf.
- If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsors or management team to fund our search and to complete our initial business combination.
- Subsequent to our 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 the price of our securities, which could cause you to lose some or all of your investment.
- The underwriters were to be compensated in connection with the completion of an initial business combination but have instead waived such compensation and disclaimed any responsibility for any future registration statement filed in connection with an initial business combination.
- If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.84 per share (based on the Trust Account balance as of March 9, 2026).
- Our directors may decide not to enforce the indemnification obligations of Crown PropTech Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our Public Shareholders.
- We may not have sufficient funds to satisfy indemnification claims of our directors and officers.
- The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.
- If, after we distribute the funds 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 of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
- If, before distributing the funds 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 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 to laws or regulations (including the adoption of policies by governing administrations) or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business combination.
- If we are unable to consummate our initial business combination within the prescribed timeframe, our Public Shareholders may be forced to wait beyond the prescribed timeframe before redemption from our trust account.
- 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.
- Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.
- We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.
- Holders of Class A ordinary shares will not be permitted to exercise their warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.
- Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the issuance of Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.
- The grant of registration rights to our Initial Shareholders and holders of our Private Placement Warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
- Past performance by our management team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.
- We rely on the experience and skills of our management team to identify future trends in the industries in which we will consummate our initial business combination and to take advantage of these trends, but there is no guarantee that they will be able to do so to the extent we expect or at all.
- 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.
- We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
- 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 a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
- We may issue additional Class A ordinary shares (including pursuant to an agreement with our Anchor Investor) or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.
- Unlike some other similarly structured special purpose acquisition companies, our Initial Shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.
- Resources could be wasted in researching business combinations 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 only receive their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
- We may be a passive foreign investment company, or “PFIC” or a controlled foreign corporation “CFC,” which could result in adverse United States federal income tax consequences to U.S. investors.
- We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
- After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all 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.
- We are dependent upon our officers and directors and their loss could adversely affect our ability to operate.
- Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the 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, and a particular business combination may be conditioned on the retention or resignation of such key personnel. 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.
- We may have a 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.
- 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.
- The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
- Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsors, officers, directors or existing holders which may raise potential conflicts of interest.
- Since our sponsors, Anchor Investor, officers and directors will lose their entire investment in us 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.
- We may issue additional 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.
- We may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. Of the net proceeds from the Initial Public Offering and the Private Placement, as of March 9, 2026, up to $5,731,447 will be available to complete our initial business combination.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- 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.
- As the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial business combination. This could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target for our initial business combination.
- If we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate and dissolve the 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.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
- Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial business combination target or the performance or business prospects of a post-business combination company.
- Our letter agreement with our Initial Shareholders, officers and directors, subscription agreements, and Registration Rights Agreement may be amended, and provisions therein may be waived, without shareholder approval.
- We may be unable to obtain additional financing to 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.
Legal proceedings
From time to time, we may be subject to legal proceedings and claims that arise in the search for a potential target business.
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.
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- 13SEC EDGARGavin Cuneo, Chief executive officer
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- 18SEC EDGARMartin Enderle, Board member
- 19SEC EDGARMelissa Holladay, Board member
- 20SEC EDGARPaasschen Frits D. Van, Board member
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- 22SEC EDGARRegulation FD disclosure
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- 25SEC EDGARRegulation FD disclosure
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- 28SEC EDGARChange of auditor
- 29SEC EDGARRegulation FD disclosure
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- 31SEC EDGARRegulation FD disclosure
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