Sign in

MRLN on Nasdaq

Merlin, Inc.

Merlin, Inc. is a computer integrated systems design services company in the Cayman Islands.1 It is headquartered in New York, New York.1 Its shares trade on Nasdaq under the symbol MRLN.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$6.0MNet income, fiscal 20252

Compare with another stock.

  • TickerMRLN on Nasdaq1
  • IndustryServices-Computer Integrated Systems Design1
  • HeadquartersNew York, New York1
  • Incorporated inCayman Islands3
  • Business address1345 Avenue Of The Americas, 47Th Fl, New York, Ny 101053
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3

See how the biggest companies compare on our leaderboards

Inflection Point has neither engaged in any operations nor generated any operating revenues to date.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 1 fiscal year, latest first.2

Period ending2025-12-31
General and administrative expenses$3.9M
Loss from operations-$3.9M
Compensation expense-$670.0K
Interest earned on bank account$56.0K
Interest earned on investments held in Trust Account$10.5M
Total other income$9.9M
NET INCOME$6.0M

Compare Merlin, Inc. with another company

Corporate structure

Merlin, Inc. 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 Merlin, Inc.

  • Merlin, Inc. 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 Merlin, Inc. 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

ItemLatestA year beforeChange
Cash and cash equivalents$2.1M8 Dec 31, 2024

Properties, in its own words

Our executive offices are located at 1345 Avenue of the Americas, Floor 47, New York, NY 10105, provided by an affiliate of our Sponsor free of charge, and our telephone number is (212) 984-3835. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 12, 2026.4

Leadership

Who has led Merlin, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Andrew Gundlach2024
  2. Matthew Spencer George2026–now

Chief financial officer

  1. Robert Folino2024–2025
  2. Marcello J. Padula2025–2026
  3. Ryan Michael Carrithers2026–now
2025
Board members and other officers (13)

Former names

  • INFLECTION POINT ACQUISITION CORP. IVOct 21, 2025 to Mar 16, 20263
  • Bleichroeder Acquisition Corp. IJul 12, 2024 to Oct 14, 20253

Timeline

  1. Aug 13, 20268-K Results of operations25
  2. May 14, 20268-K Results of operations26
  3. Apr 29, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure27
  4. Mar 20, 20268-K Entered a material agreement; Completed an acquisition or sale; Unregistered sale of shares28
  5. Mar 18, 2026New chief executive Matthew Spencer George becomes CEO9
  6. Mar 12, 20268-K Shareholder vote29
  7. Feb 20, 20268-K Regulation FD disclosure30
  8. Nov 17, 20258-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure31
  9. Oct 21, 20258-K Bylaws or fiscal year changed; Shareholder vote32
  10. Sep 23, 20258-K Regulation FD disclosure; Other events33
  11. Aug 14, 20258-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure34
  12. Jul 31, 20258-K Entered a material agreement35
  13. Jul 11, 20258-K Executive or director change36
  14. Oct 31, 2024New chief executive Andrew Gundlach becomes CEO10

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/202637

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results25
  2. May 14, 2026Reported quarterly or annual results26

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

168 filings to the SEC since October 2021: 2 annual reports, 6 quarterly reports, 16 major events, 43 insider forms, 46 large holders, 55 other. The latest 20:

  1. Oct 13, 2026SCHEDULE 13G EDGAR
  2. Sep 18, 20264 EDGAR
  3. Sep 18, 20264 EDGAR
  4. Sep 18, 20264 EDGAR
  5. Sep 18, 20264 EDGAR
  6. Sep 18, 2026SCHEDULE 13G/A EDGAR
  7. Sep 18, 20264 EDGAR
  8. Aug 20, 2026424B3 EDGAR
  9. Aug 20, 2026424B3 EDGAR
  10. Aug 14, 202610-Q EDGAR
  11. Aug 14, 2026SCHEDULE 13G/A EDGAR
  12. Aug 14, 2026SCHEDULE 13G/A EDGAR
  13. Aug 13, 20268-K EDGAR
  14. Aug 13, 2026SCHEDULE 13G/A EDGAR
  15. Aug 12, 2026SCHEDULE 13G/A EDGAR
  16. Jun 2, 2026424B3 PROSPECTUS SUPPLEMENT EDGAR
  17. Jun 2, 2026424B3 PROSPECTUS SUPPLEMENT EDGAR
  18. May 22, 20264 EDGAR
  19. May 22, 20264 EDGAR
  20. May 22, 20264 EDGAR

The 168 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

8 open-market trades by officers, directors and large owners since October 2021: 4 buys and 4 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 9, 2025GOLDMAN SACHS GROUP INC10% ownerBuy5$10.96$55Form 4
Dec 9, 2025GOLDMAN SACHS GROUP INC10% ownerSale3$10.95$33Form 4
Dec 8, 2025GOLDMAN SACHS GROUP INC10% ownerBuy379$10.99$4.2KForm 4
Dec 8, 2025GOLDMAN SACHS GROUP INC10% ownerSale379$11.00$4.2KForm 4
Dec 5, 2025GOLDMAN SACHS GROUP INC10% ownerBuy3,944$10.79$42.6KForm 4
Dec 5, 2025GOLDMAN SACHS GROUP INC10% ownerSale4,444$10.80$48.0KForm 4
Nov 28, 2025GOLDMAN SACHS GROUP INC10% ownerSale46$10.73$493Form 4
Nov 4, 2024Bleichroeder Sponsor 1 LLC10% ownerBuy425,000$10.00$4.2MForm 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.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 62. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Alyeska Investment Group, L.P.7,402,996$42.1M0.1%New
Baillie Gifford & Co2,016,289$11.5M0.0%No change
UBS Group AG1,034,899$5.9M0.0%+761,813
BlackRock, Inc.711,898$4.1M0.0%New
XTX Topco Ltd431,905$2.5M0.0%+402,197
Geode Capital Management, LLC426,791$2.4M0.0%+376,786
Vanguard Capital Management LLC391,813$2.2M0.0%New
Susquehanna International Group, Llp358,644$2.0M0.0%New
Jane Street Group, LLC280,778$1.6M0.0%+228,340
Charles Schwab Investment Management Inc224,414$1.3M0.0%New
Vanguard Fiduciary Trust Co184,720$1.1M0.0%New
Marshall Wace, Llp176,099$1.0M0.0%New
State Street Corp165,700$942.8K0.0%New
LPL Financial LLC161,930$921.4K0.0%New
Marex Group Ltd131,500$748.2K0.0%New
Tudor Investment Corp Et Al100,000$569.0K0.0%New
ExodusPoint Capital Management, LP85,567$486.9K0.0%−258,280
Wells Fargo & Company/mn81,600$464.3K0.0%New
HighTower Advisors, LLC80,754$459.5K0.0%New
Advisory Services Network, LLC77,600$441.5K0.0%New
Northern Trust Corp75,816$431.4K0.0%New
Alberta Investment Management Corp75,000$426.8K0.0%No change
Citadel Advisors LLC74,573$424.3K0.0%New
Venture Visionary Partners LLC73,970$420.9K0.0%New
Diametric Capital, LP72,465$412.3K0.0%−52,159

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Merlin, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMerlin, Inc.1
  • CIK0002028707
  • Employer ID (EIN)98-17978264
  • 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)7373 Services-Computer Integrated Systems Design1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address1345 Avenue Of The Americas, 47Th Fl, New York, NY 101051
  • Phone91776929991
  • Shares outstanding25,425,000 Common Class A shares; 8,333,333 Common Class B shares as of Mar 11, 20264
  • Public float$257.8M as of Jun 30, 20254
  • AuditorWithumSmith, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJul 12, 20241
  • Filings168 in all: 3 (24), SCHEDULE 13G/A (24), 4 (19), SCHEDULE 13G (19), 8-K (16), 425 (11), 424B3 (7), CORRESP (7)1
    All 27 form types

    10-Q (6), UPLOAD (5), EFFECT (4), S-1 (3), S-1/A (3), S-4/A (3), 10-K (2), 8-A12B (2), CERT (2), DRS (2), 25-NSE (1), 424B4 (1), DEF 14A (1), PRE 14A (1), S-4 (1), S-8 (1), SC 13D (1), SC 13G (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Sep 26, 2025
    Latest 8-K (8-K) Aug 13, 2026

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one Class A Ordinary Share and one RightBACQUNasdaq
Class A Ordinary Shares, par value $0.0001 per shareBACQNasdaq
Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A Ordinary ShareBACQRNasdaq

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Merlin, Inc. names in Item 1A of its 10-K filed Mar 12, 2026: 80 risks under these headings, as written.4

  • Our Public Shareholders voted on the Proposed Business Combination on March 12, 2026, but if we do not consummate the Proposed Business Combination and pursue an alternative initial business combination opportunity, our Public Shareholders may not be afforded an opportunity to vote on our initial business combination, and even if we hold a vote, holders of our Founder Shares and Private Placement Units 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.
  • Our Public Shareholders’ only opportunity to affect the investment decision regarding a potential Business Combination may be limited to the exercise of their right to redeem their Public Shares from us for cash.
  • We sought shareholder approval of the Proposed Business Combination at the EGM held on March 12, 2026, at which the Sponsor voted in favor of the Business Combination. If we do not consummate the Proposed Business Combination and instead pursue an alternative initial business combination opportunity and seek shareholder approval thereof, the Sponsor has agreed to vote in favor of such business combination, regardless of how our Public Shareholders vote.
  • The ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an initial business combination with a target.
  • The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares and the amount of deferred underwriting compensation 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 completion window 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.
  • Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks and volatility in the debt and equity markets.
  • 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 if we do not complete the Proposed Business Combination, our ability to complete the Proposed Business Combination or another initial business combination, and/or our business, financial condition and results of operations following completion of the Proposed Business Combination or another initial business combination.
  • If we do not complete the Proposed Business Combination, we may not be able to consummate our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.
  • We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our Public Shares, and the Public Rights may be worthless.
  • If we seek shareholder approval of our initial business combination, our Sponsor, directors, executive officers, and their affiliates may elect to purchase Public Shares or Public Rights from Public Shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A Ordinary Shares or Rights.
The other 68 risks
  • 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 be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.
  • 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.
  • If the net proceeds of the IPO and simultaneous private placement not being held in the Trust Account are insufficient to allow us to operate until the completion of the Business Combination, we will depend on loans from the Sponsor or management team to complete the Business Combination.
  • 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 share.
  • Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.
  • We may not have sufficient funds to satisfy indemnification claims of our Sponsor, directors and officers.
  • If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 insolvency petition or an involuntary bankruptcy or insolvency 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 us or our creditors, thereby exposing the members of the board of directors and us to claims of punitive damages.
  • Our shareholders may be held liable for claims by third parties against the Company to the extent of distributions received by them upon redemption of their shares.
  • 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 the Proposed Business Combination or another initial business combination or force us to abandon our efforts to complete an 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, including the Proposed Business Combination.
  • We did not hold an annual general meeting prior to the EGM held on March 12, 2026 to approve the Proposed Business Combination, and if we do not consummate the Proposed Business Combination and instead pursue an alternative initial business combination opportunity, we may not hold an annual general meeting until after the consummation of such alternative initial business combination, which could delay the opportunity for our shareholders to appoint directors.
  • Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any 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 should we not complete the Proposed Business Combination with Merlin and instead pursue an alternative initial business combination opportunity.
  • We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
  • While an opinion was obtained in connection with the Proposed Business Combination, we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions in connection with any alternative initial business combination opportunity, and consequently, shareholders may have no assurance from an independent source that the price we are paying for any such alternative business is fair to our shareholders from a financial point of view.
  • We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time.
  • Resources could be wasted in researching initial business combination opportunities 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.
  • 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, officers, directors or existing holders which may raise potential conflicts of interest.
  • Since our Sponsor, officers and directors, any other holder of our Founder Shares may 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 this offering), a conflict of interest may arise in determining whether a particular target business is appropriate for our initial business combination.
  • We may issue notes or other debt securities, or otherwise incur substantial debt to complete an initial business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
  • If we do not consummate the Proposed Business Combination and instead seek an alternative initial business combination opportunity, we may only be able to complete one business combination with the proceeds of the IPO and the sale of the Private Placement Units, 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.
  • 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, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments. We cannot assure you that we will not seek to amend our Articles 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.
  • Our Sponsor controls the appointment of our board of directors until the consummation of our initial business combination and will hold a substantial interest in us. As a result, they will appoint all of our directors prior to the consummation of our initial business combination and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
  • Our ability to complete the Proposed Business Combination with Merlin, or another initial business combination, may be impacted if the initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), and ultimately prohibited.
  • 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.
  • 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 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 our shareholders to lose some or all of their investment.
  • 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 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 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, which could, in turn, negatively impact the value of our shareholders’ investment in us.
  • 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.
  • Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and rights holders. As a result of our business combination, our tax obligations may be more complex, burdensome and/or uncertain.
  • If we do not consummate the Proposed Business Combination and instead pursue an alternative initial business combination opportunity, we may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
  • We may reincorporate in another jurisdiction, which may result in taxes imposed on our shareholders.
  • If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
  • Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
  • If we acquire a non-U.S. target, our results of operations may be negatively impacted because of the costs and difficulties inherent in managing cross-border business operations.
  • If social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval or policy changes or enactments occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our business.
  • Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.
  • Because foreign law could govern almost all of our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere, which could result in a significant loss of business, business opportunities or capital.
  • 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.
  • If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
  • We are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, 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, as members of our management team have in connection with the Proposed 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.
  • 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, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and 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.
  • Members of our management team and board of directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.
  • Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.
  • Our Letter Agreement with our Sponsor, officers, directors and advisors may be amended without shareholder approval.
  • 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 Public Rights, potentially at a loss.
  • If we are unable to consummate the Business Combination or another initial business combination by the date required in our Articles, the Public Shareholders may be forced to wait beyond such date before redemption from our Trust Account.
  • Nasdaq may delist the Class A Ordinary Shares from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • 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 securities.
  • Our Rights 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 Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our initial business combination, and only whole shares will be issued in exchange for rights, the Units may be worth less than units of other special purpose acquisition companies.
  • We may amend the terms of the Rights in a manner that may be adverse to holders of Rights with the approval by the holders of at least a majority of the then issued and outstanding Rights.
  • Our rights agreement designates 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 rights, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.
  • 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.
  • Past performance by our management team, our advisors and their respective affiliates, 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.
  • 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.
  • If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), a U.S. federal excise tax could be imposed on us in connection with any redemptions of our Class A Ordinary Shares after or in connection with such initial business combination.

Legal proceedings

To the knowledge of our management team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

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. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57