JWSMF on OTC
Jaws Mustang Acquisition Corp
Blank check company in the Cayman Islands1
In its 2026 annual report the company says: “We are a blank check company incorporated on October 19, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses in any industry or sector. Our sponsor, Mustang Sponsor LLC, is an affiliate of JAWS Estates Capital, the family office of Barry S. Sternlicht. Our Founders believe a special purpose acquisition company vehicle is the most potent way to capitalize on the benefits of the public markets.”4 It is headquartered in Miami Beach, Florida.1 Its shares trade on OTC under the symbol JWSMF.1
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Last updated Oct 21, 2026.
Overview
- TickerJWSMF on OTC1
- IndustryBlank Checks1
- HeadquartersMiami Beach, Florida1
- Incorporated inCayman Islands3
- Business address2340 Collins Avenue, Miami Beach, Fl 331393
- Filer categoryNon-accelerated filer, Smaller reporting company3
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We are a blank check company incorporated on October 19, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses in any industry or sector. Our sponsor, Mustang Sponsor LLC, is an affiliate of JAWS Estates Capital, the family office of Barry S. Sternlicht.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 |
|---|---|---|
| General and administrative expenses | $462.6K | $1.4M |
| Forgiveness of previously recorded liabilities | -$2.1M | |
| Income (loss) from operations | -$462.6K | $755.2K |
| Interest earned on cash held in Trust Account | $26.2K | $554.8K |
| Change in fair value of warrant liabilities | -$1.1M | $372.2K |
| Total other income (expense), net | -$1.1M | $927.0K |
| Net income (loss) | -$1.6M | $1.7M |
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 | $60.8K | $319.2K | |
| Prepaid expenses | $15.4K | $18.9K | |
| Total Current Assets | $76.2K | $338.1K | |
| Cash held in Trust Account | $1.1M | $1.0M | |
| TOTAL ASSETS | $1.1M | $1.4M | |
| Accrued expenses | $1.2M | $1.4M | |
| Advance from related party | $1.5M | $1.5M | |
| Total Current Liabilities | $2.7M | $2.9M | |
| Promissory notes - related parties | $1.8M | $1.4M | |
| Working capital loan - related party | $500.0K | $500.0K | |
| Warrant liabilities | $2.2M | $1.1M | |
| Total Liabilities | $7.2M | $5.9M | |
| Accumulated deficit | -$7.1M | -$5.6M | |
| Total Shareholders' Deficit | -$7.1M | -$5.6M | -$6.4M |
| TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | $1.1M | $1.4M | |
| Preference shares, par value (in dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized | 1.0M shares | 1.0M 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 | $60.8K | $319.2K | |
| Prepaid expenses | $15.4K | $18.9K | |
| Total Current Assets | $76.2K | $338.1K | |
| Cash held in Trust Account | $1.1M | $1.0M | |
| TOTAL ASSETS | $1.1M | $1.4M | |
| Accrued expenses | $1.2M | $1.4M | |
| Advance from related party | $1.5M | $1.5M | |
| Total Current Liabilities | $2.7M | $2.9M | |
| Promissory notes - related parties | $1.8M | $1.4M | |
| Working capital loan - related party | $500.0K | $500.0K | |
| Warrant liabilities | $2.2M | $1.1M | |
| Total Liabilities | $7.2M | $5.9M | |
| Accumulated deficit | -$7.1M | -$5.6M | |
| Total Shareholders' Deficit | -$7.1M | -$5.6M | -$6.4M |
| TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | $1.1M | $1.4M | |
| Preference shares, par value (in dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized | 1.0M shares | 1.0M 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 income (loss) | -$1.6M | $1.7M |
| Change in fair value of warrant liabilities | $1.1M | -$372.2K |
| Interest earned on cash held in Trust Account | -$26.2K | -$554.8K |
| Prepaid expenses | $3.5K | -$7.1K |
| Accrued expenses | -$221.3K | -$2.7M |
| Net cash used in operating activities | -$680.4K | -$2.0M |
| Deposit of cash into Trust Account | -$250.0K | |
| Cash withdrawn from Trust Account in connection with redemption | $22.8M | |
| Net cash provided by investing activities | $22.5M | |
| Advances from related party | $422.0K | $1.5M |
| Proceeds from promissory note - related parties | $900.0K | |
| Redemption of ordinary shares | -$22.8M | |
| Net cash provided by (used in) financing activities | $422.0K | -$20.4M |
| Net Change in Cash | -$258.4K | $141.1K |
No quarter-by-quarter statement was filed.
Corporate structure
Jaws Mustang Acquisition Corp 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 Jaws Mustang Acquisition Corp
- FIR TREE CAPITAL MANAGEMENT LP Filed SC 13G/A on Jaws Mustang Acquisition Corp, latest Nov 14, 2024 (2 filings since Feb 14, 2024)
- COWEN AND COMPANY, LLC Filed SC 13G/A on Jaws Mustang Acquisition Corp, latest Nov 13, 2024 (2 filings since Feb 2, 2024)
- ARISTEIA CAPITAL, L.L.C. Filed SC 13G/A on Jaws Mustang Acquisition Corp, latest Feb 12, 2024 (2 filings since Feb 13, 2023)
- GLAZER CAPITAL, LLC Filed SC 13G/A on Jaws Mustang Acquisition Corp, latest Mar 10, 2023 (3 filings since Dec 12, 2022)
- Mustang Sponsor LLC Filed SC 13G on Jaws Mustang Acquisition Corp, latest Feb 10, 2022
- Jaws Mustang Acquisition Corp Miami Beach, Florida
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Jaws Mustang Acquisition Corp 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 | $60.8K2 Dec 31, 2025 | $319.2K2 Dec 31, 2024 | −80.9% |
Properties, in its own words
We currently maintain our executive offices at 2340 Collins Avenue, Miami Beach, FL 33139. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and support services. 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 Jaws Mustang Acquisition Corp, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerAndrew Klaber Feb 2, 2021 to Feb 2, 202113
- Chief financial officerMichael Reidler Feb 2, 2021 to Feb 5, 202114
- Chief operating officerMatthew Joseph Walters Feb 2, 2021 to Feb 2, 202115
Board members and other officers (4)
- Board memberAndrew Klaber Feb 2, 2021 to Feb 2, 202113
- Board memberDavid Helfand Feb 2, 2021 to Feb 5, 202116
- Board memberElizabeth C. Fascitelli Feb 2, 2021 to Feb 2, 202117
- Board memberJohn Legere Feb 2, 2021 to Feb 2, 202118
Timeline
- Nov 29, 20248-K Bylaws or fiscal year changed; Shareholder vote19
- Nov 1, 20248-K Entered a material agreement; New debt or obligation; Listing notice or transfer20
- Mar 15, 20248-K Entered a material agreement; New debt or obligation21
- Mar 8, 20248-K Regulation FD disclosure22
- Feb 8, 20248-K Bylaws or fiscal year changed; Shareholder vote; Other events23
- Feb 5, 20248-K Listing notice or transfer24
- Jan 26, 20248-K Shareholder vote; Other events25
- Jan 24, 20248-K Other events26
- Jan 11, 20248-K Other events27
- Nov 14, 20238-K Executive or director change28
- Mar 9, 20238-K Listing notice or transfer; Regulation FD disclosure29
- Feb 6, 20238-K Bylaws or fiscal year changed; Shareholder vote30
- Feb 2, 2021New chief executive Andrew Klaber becomes CEO13
Filings
66 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 15 major events, 1 insider forms, 10 large holders, 19 other. The latest 20:
- Aug 11, 202610-Q EDGAR
- May 13, 202610-Q EDGAR
- Mar 31, 202610-K EDGAR
- Nov 13, 202510-Q EDGAR
- Aug 11, 202510-Q EDGAR
- May 15, 202510-Q EDGAR
- Mar 26, 202510-K EDGAR
- Nov 29, 2024DEFA14A EDGAR
- Nov 29, 20248-K EDGAR
- Nov 14, 202410-Q EDGAR
- Nov 14, 2024SC 13G/A EDGAR
- Nov 13, 2024SC 13G/A COWEN AND COMPANY, LLC EDGAR
- Nov 12, 2024DEF 14A EDGAR
- Nov 1, 202425-NSE EDGAR
- Nov 1, 2024PRE 14A EDGAR
- Nov 1, 20248-K EDGAR
- Aug 14, 202410-Q EDGAR
- May 15, 202410-Q EDGAR
- Apr 16, 202410-K EDGAR
- Apr 1, 2024NT 10-K EDGAR
The 66 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.
- FIR TREE CAPITAL MANAGEMENT LPSC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 202431
- COWEN AND COMPANY, LLCSC 13G/A, 2 filings Feb 2, 2024 to Nov 13, 202432
- ARISTEIA CAPITAL, L.L.C.SC 13G/A, 2 filings Feb 13, 2023 to Feb 12, 202433
- GLAZER CAPITAL, LLCSC 13G/A, 3 filings Dec 12, 2022 to Mar 10, 202334
- Mustang Sponsor LLCSC 13G, 1 filing Feb 10, 202235
SEC filer profile
How Jaws Mustang Acquisition Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARJaws Mustang Acquisition Corp1
- CIK0001831359
- Employer ID (EIN)98-15645864
- Filer statusNon-accelerated filer not 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 address2340 Collins Avenue, Miami Beach, FL 331391
- Phone305-695-55001
- Shares outstanding25,589,480 Common Class A shares; 375,000 Common Class B shares as of Mar 31, 20264
- Public float$938.6K as of Jun 30, 20254
- AuditorWithumSmith+Brown, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceNov 5, 20201
- Filings92 in all: 8-K (18), 10-Q (17), 3 (8), 10-K (5), DEFA14A (5), SC 13G (5), SC 13G/A (5), 4 (3)1
All 26 form types
DEF 14A (3), PRE 14A (3), 425 (2), 8-A12B (2), CERT (2), S-1/A (2), 10-Q/A (1), 25 (1), 25-NSE (1), 424B4 (1), 8-K/A (1), DRS (1), EFFECT (1), NT 10-K (1), NT 10-Q (1), PRER14A (1), S-1 (1), S-1MEF (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 11, 2026
Proxy statement (DEF 14A) Nov 12, 2024
Latest 8-K (8-K) Nov 29, 2024
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | JWSUF | |
| Class A ordinary shares, $0.0001 par value | JWSUF | |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | JWSUF |
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 Jaws Mustang Acquisition Corp names in Item 1A of its 10-K filed Mar 31, 2026: 77 risks under these headings, as written.4
- Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
- We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
- Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
- Your only opportunity to affect the 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 sponsor and members of our 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 consummate an initial business combination by the Termination Date may give a 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 consummate an initial business combination by the Termination Date, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
- If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
- 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 tendering its shares, such shares may not be redeemed.
The other 65 risks
- As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
- 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.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- 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 have not consummated our initial business combination within the required time period, our public shareholders may receive only their pro rata portion of the funds in the trust account, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate until the Termination Date, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our 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.
- 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 $10.00 per public share.
- Our directors may decide not to enforce the indemnification obligations of our 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 executive officers.
- 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.
- 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 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 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.
- 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.
- We may not hold an annual general meeting until after the consummation of our initial business combination.
- Because we are neither limited to evaluating a target business in a particular industry, sector or geographic area with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
- We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area 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 accounting or investment banking 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.
- 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.
- 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 have not consummated our initial business combination within the required time period, our public shareholders may receive only their pro rata portion of the funds in the trust account, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
- 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.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
- 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. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only their pro rata portion of the funds in the trust account, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may affect 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 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.
- We may only be able to complete one business combination with the proceeds of our 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.
- 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.
- Risks Relating to our Securities
- If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, uncles we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company.
- NYSE American delisted our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- We may issue additional Class A ordinary shares or preference 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 in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
- Unlike some other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
- We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.
- 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 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
- Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
- 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 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.
- Because each unit contains one-fourth of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
- A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
- Provisions in our amended and restated memorandum and articles of association inhibits 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.
- 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 management concluded that there is substantial doubt about our ability to continue as a “going concern.”
- If we have not consummated an initial business combination by the Termination Date, our public shareholders may be forced to wait beyond the Termination Date before redemption from our trust account.
- Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.
- The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
- The grant of registration rights to our sponsor 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.
- We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrantholders.
- Risks Relating to our Sponsor and Management Team
- Our ability to successfully effect our initial business combination and to be successful thereafter will be totally 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 postcombination 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.
- 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 executive 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, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Our executive 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 sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.
- Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
- Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- 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 executive officers and directors and their loss could adversely affect our ability to operate.
- Risks Associated with Acquiring and Operating a Business in Foreign Countries
- If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, 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 may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.
- Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
Legal proceedings
To the knowledge of our management, 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.
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- 16SEC EDGARDavid Helfand, Board member
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- 18SEC EDGARJohn Legere, Board member
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- 22SEC EDGARRegulation FD disclosure
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- 24SEC EDGARListing notice or transfer
- 25SEC EDGARShareholder vote; Other events
- 26SEC EDGAROther events
- 27SEC EDGAROther events
- 28SEC EDGARExecutive or director change
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