Overview
- TickerRTAC on Nasdaq1
- IndustryBlank Checks1
- HeadquartersGrand Cayman, Cayman Islands1
- Incorporated inCayman Islands3
- Business addressPo Box 309, Ugland House, Grand Cayman, E9 Ky1-11043
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
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Cryptocurrency and Blockchain . The cryptocurrency market has evolved into a significant global asset class, with a total market capitalization exceeding $1 trillion, driven by increasing institutional adoption and technological advancements. The global blockchain technology market size was estimated at USD 31.28 billion in 2024 and is projected to grow at a CAGR of 90.1% from 2025 to 2030.4 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 ending | 2025-12-31 |
|---|---|
| Formation and operating expenses | $1.0M |
| TOTAL EXPENSES | $1.0M |
| Income earned on cash held in Trust Account | $6.1M |
| Income earned on cash held in operating account | $1.9K |
| TOTAL OTHER INCOME | $6.1M |
| Net Income | $5.1M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 5 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2025-09-30 | 2025-06-30 | 2025-03-31 | 2024-12-31 |
|---|---|---|---|---|---|
| Cash | $4.0K | ||||
| Due from Sponsor | $4.5K | ||||
| Prepaid expenses | $419.6K | $26.6K | |||
| Total Current Assets | $428.1K | $26.6K | |||
| Cash held in Trust | $248.2M | ||||
| Deferred offering costs | $597.8K | ||||
| Total Assets | $248.6M | $624.4K | |||
| Accrued expenses | $40.1K | $599.4K | |||
| Total Current Liabilities | $40.1K | $599.4K | |||
| Accrued expenses | $1.7M | ||||
| Convertible note | $250.0K | ||||
| Deferred underwriting fee | $8.5M | ||||
| Total Non-Current Liabilities | $10.4M | ||||
| Total Liabilities | $10.4M | $599.4K | |||
| Additional paid-in capital | $24.3K | ||||
| Accumulated deficit | -$10.0M | ||||
| Total Shareholders (Deficit) Equity | -$10.0M | -$9.8M | -$9.4M | $25.0K | $25.0K |
| Total Liabilities and Shareholders (Deficit) Equity | $248.6M | $624.4K | |||
| Class A ordinary shares, par value (in Dollars per share) | $0.00 | $0.00 | |||
| Class A ordinary shares, subject to possible redemption (in Shares) | 24.1M shares | 0 shares | |||
| Class A ordinary shares, subject to possible redemption per share (in Dollars per share) | $10.28 | $0.00 | |||
| 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 | 2025-09-30 | 2025-06-30 | 2025-03-31 | 2024-12-31 |
|---|---|---|---|---|---|
| Cash | $4.0K | ||||
| Due from Sponsor | $4.5K | ||||
| Prepaid expenses | $419.6K | $26.6K | |||
| Total Current Assets | $428.1K | $26.6K | |||
| Cash held in Trust | $248.2M | ||||
| Deferred offering costs | $597.8K | ||||
| Total Assets | $248.6M | $624.4K | |||
| Accrued expenses | $40.1K | $599.4K | |||
| Total Current Liabilities | $40.1K | $599.4K | |||
| Accrued expenses | $1.7M | ||||
| Convertible note | $250.0K | ||||
| Deferred underwriting fee | $8.5M | ||||
| Total Non-Current Liabilities | $10.4M | ||||
| Total Liabilities | $10.4M | $599.4K | |||
| Additional paid-in capital | $24.3K | ||||
| Accumulated deficit | -$10.0M | ||||
| Total Shareholders (Deficit) Equity | -$10.0M | -$9.8M | -$9.4M | $25.0K | $25.0K |
| Total Liabilities and Shareholders (Deficit) Equity | $248.6M | $624.4K | |||
| Class A ordinary shares, par value (in Dollars per share) | $0.00 | $0.00 | |||
| Class A ordinary shares, subject to possible redemption (in Shares) | 24.1M shares | 0 shares | |||
| Class A ordinary shares, subject to possible redemption per share (in Dollars per share) | $10.28 | $0.00 | |||
| 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 1 fiscal year, latest first.2
| Period ending | 2025-12-31 |
|---|---|
| Net income | $5.1M |
| Interest earned on cash held in Trust Account | -$6.1M |
| Prepaid expenses | -$393.0K |
| Accrued expenses | $425.0K |
| Net Cash Used in Operating Activities | -$991.9K |
| Net advances to Sponsor | -$4.5K |
| Cash deposited into Trust | -$242.1M |
| Net Cash Used in Investing Activities | -$242.1M |
| Proceeds from Convertible Note | $250.0K |
| Proceeds from issuance of Class A ordinary shares | $241.5M |
| Proceeds from private placement | $3.8M |
| Payment of offering costs | -$2.5M |
| Net Cash Provided by Financing Activities | $243.1M |
| Net change in cash | $4.0K |
| Offering costs charged to additional paid-in capital included in deferred underwriting fee | $8.5M |
| Offering costs charged to additional paid-in capital included in accrued expenses | $1.3M |
| Accretion Of Class A Ordinary Shares Subject To Possible Redemption | $6.1M |
No quarter-by-quarter statement was filed.
Compare Renatus Tactical Acquisition Corp I with another company
Corporate structure
Renatus Tactical Acquisition Corp I 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 Renatus Tactical Acquisition Corp I
- Harraden Circle Investments, LLC Filed SCHEDULE 13G/A on Renatus Tactical Acquisition Corp I, latest Aug 14, 2026 (4 filings since May 16, 2025)
- International SPAC Management Group I LLC Filed SCHEDULE 13G on Renatus Tactical Acquisition Corp I, latest Aug 14, 2025
- BOOTHBAY FUND MANAGEMENT, LLC Filed SCHEDULE 13G/A on Renatus Tactical Acquisition Corp I, latest Aug 7, 2025 (2 filings since May 21, 2025)
- Renatus Tactical Acquisition Corp I Grand Cayman, Cayman Islands
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Renatus Tactical Acquisition Corp I 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.
Properties, in its own words
We currently maintain our executive offices at 1825 Ponce de Leon Blvd, Suite 260, Coral Gables, FL 33134, and our telephone number is (645) 201-8586. The cost for this space is included in the $25,000 per month fee that we pay our sponsor or an affiliate of our sponsor for office space, utilities, secretarial and administrative services. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Mar 13, 2026.4
Leadership
Who has led Renatus Tactical Acquisition Corp I, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerEric Swider May 14, 2025 to now8
- Chief financial officerIan Rhodes May 14, 2025 to now9
- Chief operating officerAlexander Cano May 14, 2025 to now10
Board members and other officers (4)
- Board memberDevin G. Nunes May 14, 2025 to now11
- Board memberEric Swider May 14, 2025 to now8
- Board memberMattan Fattal May 19, 2025 to now12
- Board memberRandall Thomas Lambert Jr. Jun 5, 2025 to now13
Timeline
- Jul 24, 20268-K Executive or director change14
- Jun 9, 20268-K Executive or director change15
- Jun 4, 20258-K Other events16
- May 22, 20258-K Other events17
- May 19, 20258-K Entered a material agreement; Unregistered sale of shares; Executive or director change18
- May 14, 2025New chief executive Eric Swider becomes CEO8
Filings
46 filings to the SEC since October 2021: 1 annual reports, 5 quarterly reports, 5 major events, 7 insider forms, 7 large holders, 21 other. The latest 20:
- Aug 14, 202610-Q QUARTERLY REPORT EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Jul 24, 20268-K CURRENT REPORT EDGAR
- Jun 9, 20268-K CURRENT REPORT EDGAR
- May 13, 202610-Q QUARTERLY REPORT EDGAR
- Mar 13, 202610-K ANNUAL REPORT EDGAR
- Mar 11, 2026SCHEDULE 13G EDGAR
- Nov 19, 202510-Q QUARTERLY REPORT EDGAR
- Nov 14, 2025NT 10-Q NOTIFICATION OF LATE FILING EDGAR
- Aug 14, 2025SCHEDULE 13G EDGAR
- Aug 14, 2025SCHEDULE 13G/A EDGAR
- Aug 13, 202510-Q QUARTERLY REPORT EDGAR
- Aug 7, 2025SCHEDULE 13G/A EDGAR
- Jun 25, 202510-Q QUARTERLY REPORT EDGAR
- Jun 5, 20253 EDGAR
- Jun 4, 20258-K EDGAR
- May 22, 20258-K EDGAR
- May 21, 2025SCHEDULE 13G EDGAR
- May 19, 20253 EDGAR
- May 19, 20258-K EDGAR
The 46 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.
- Harraden Circle Investments, LLCSCHEDULE 13G/A, 4 filings May 16, 2025 to Aug 14, 202619
- International SPAC Management Group I LLCSCHEDULE 13G, 1 filing Aug 14, 202520
- BOOTHBAY FUND MANAGEMENT, LLCSCHEDULE 13G/A, 2 filings May 21, 2025 to Aug 7, 202521
SEC filer profile
How Renatus Tactical Acquisition Corp I is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARRenatus Tactical Acquisition Corp I1
- CIK0002035173
- Employer ID (EIN)00-00000004
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business addressPo Box 309, Ugland House, Grand Cayman, E9 KY1-11041
- Phone787-425-90101
- Shares outstanding24,150,000 Common Class A shares; 7,011,288 Common Class B shares as of Mar 13, 20264
- Public float$267.6M as of Dec 31, 20254
- AuditorAdeptus Partners, LLC, Ocean, New Jersey PCAOB ID 3686; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceMar 14, 20251
- Filings46 in all: 3 (7), CORRESP (6), 10-Q (5), 8-K (5), S-1/A (4), SCHEDULE 13G (4), SCHEDULE 13G/A (3), UPLOAD (3)1
All 17 form types
10-K (1), 424B4 (1), 8-A12B (1), 8-A12B/A (1), CERT (1), EFFECT (1), NT 10-Q (1), S-1 (1), S-1MEF (1)
- Latest filingsAnnual report (10-K) Mar 13, 2026
Quarterly report (10-Q) Aug 14, 2026
Latest 8-K (8-K) Jul 24, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | RTACU | The Nasdaq Global Market |
| Class A ordinary shares, par value $0.0001 per share, included as part of the units | RTAC | The Nasdaq Global Market |
| Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | RTACW | The Nasdaq Global Market |
From the cover page of the 10-K filed Mar 13, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Renatus Tactical Acquisition Corp I names in Item 1A of its 10-K filed Mar 13, 2026: 78 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
- Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
- If we seek shareholder approval of our initial business combination, our Sponsor, our directors and officers and the non-Sponsor investors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
- Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination.
- We do not have a minimum net tangible asset requirement.
- 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 and the amount of deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.
- 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 prescribed time frame or during any Extension Period may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach 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 prescribed time frame or during any Extension Period, 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 $10.025 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
- Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19), and volatility in the debt and equity markets.
- Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
The other 66 risks
- Recent increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
- If we seek shareholder approval of our initial business combination, Sponsor, Sponsor Investors, or our directors, officers, advisors or any of their affiliates may elect to purchase shares or public warrants from public shareholders, which may increase the likelihood of closing our initial business combination and reduce the public “float” of our securities.
- We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
- 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 within the required time period. If we have not completed 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 that are available for distribution to public shareholders, and our warrants will expire worthless.
- As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs. 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.
- If the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of the initial public offering (or up to 30 months from the closing of the initial public offering if we extend the period of time to consummate a business combination by the full amount of time) or during any Extension Period, we may be unable to complete our initial business combination.
- Our Working Capital Convertible Note exposes us to counterparty risk.
- Subsequent to our completion of our initial business combination, we may be required to subsequently 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 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 $10.025 per share.
- If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy 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 winding-up or bankruptcy or insolvency petition or an involuntary winding-up or 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.
- 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.
- 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.
- Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors prior to our initial business combination.
- Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
- 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 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 may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
- We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm. 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.
- 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 have not completed 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 that are available for distribution to public shareholders, and our warrants will expire worthless.
- We may have 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 be able to complete only 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.
- 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 expected, 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 a 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 past, amended various provisions of their charters and modified 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 some of 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 initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.
- 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.
- After our initial business combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate.
- In the event that New RTAC fails to satisfy any of the listing requirements of the Nasdaq Global Market, Nasdaq may reject our application to list on Nasdaq, and the parties may waive the closing condition in the Business Combination Agreement that ordinary shares of New RTAC be listed on Nasdaq at the closing of the Business Combination.
- Risks Relating to Our Securities
- 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.
- 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 and/or warrants, potentially at a loss.
- Nasdaq may delist 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.
- Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
- 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 may lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
- 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 $10.025 per share.
- Our directors may decide not to enforce the indemnification obligations of Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
- If we have not completed our initial business combination within 24 months from the closing of the initial public offering (or up to 30 months from the closing of the initial public offering if we extend the period of time to consummate a business combination by the full amount of time) or during any Extension Period, our public shareholders may be forced to wait beyond such 24 months or any such Extension Period 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.
- 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 except on a cashless basis and potentially causing such warrants to expire worthless.
- The grant of registration rights to our initial shareholders and their permitted transferees 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 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 Class B ordinary 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.
- Holders of our founder shares control the appointment of our board of directors until 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 our initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.
- We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants.
- Our warrant 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 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 public warrants prior to their exercise at a time that is disadvantageous to you, thereby making your public warrants worthless.
- Our management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the public warrants than they would have received had they been able to exercise their public warrants for cash.
- Our warrants and founder shares 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-half of one public warrant and only whole public warrants may be exercised, the units may be worth less than units of other blank check companies.
- The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and information regarding such other potential security is not ascertainable at this time.
- A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
- Risks Relating to Sponsor, Sponsor Investors and Management Team
- We will depend on numerous third-parties to operate successfully and complete our initial business combination, and many of these third parties may not want to engage with us to provide services due to the affiliation of our management team and our board of directors with TMTG and President Donald J. Trump. This may hinder our ability to operate, raise capital, or complete our initial business combination.
- Past performance by our directors, executive officers and their affiliates, including DWAC or its 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 us, and we may be unable to provide positive returns to shareholders.
- Our directors and officers 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.
- We are dependent upon our directors and officers and their departure 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 our or a target’s 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.
- Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Our directors, officers, 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 Sponsor, Sponsor Investors, our directors or officers which may raise potential conflicts of interest.
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this Annual Report.
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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- 8SEC EDGAREric Swider, Chief executive officer
- 9SEC EDGARIan Rhodes, Chief financial officer
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- 11SEC EDGARDevin G. Nunes, Board member
- 12SEC EDGARMattan Fattal, Board member
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- 14SEC EDGARExecutive or director change
- 15SEC EDGARExecutive or director change
- 16SEC EDGAROther events
- 17SEC EDGAROther events
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