v3.26.1
S-K 1603(c) Fiduciary Duties to Other Companies
Jul. 15, 2026
Fiduciary Duties to Other Companies, SPAC Officers and Directors [Line Items]  
SPAC Officers and Directors, Fiduciary Duties to Other Companies, Description [Text Block]

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

        duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

        duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

        duty to not improperly fetter the exercise of future discretion;

        duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;;

        duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

        duty to exercise independent judgment.

Fiduciary Duties to Other Companies, SPAC Officers and Directors [Table Text Block]

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations that may present a conflict of interest:

Name of Individual

 

Entity Name

 

Entity’s Business

 

Affiliation

Michael Klein

 

M. Klein and Company

 

Strategic advice

 

Founder and Managing Partner

   

MultiPlan, Inc.

 

Healthcare cost management solutions

 

Director

   

Oklo

 

Nuclear Energy

 

Director

   

Skillsoft Corp.

 

Educational technology

 

Director

   

Churchill Capital Corp XI

 

Blank check company

 

Chief Executive Officer and Chairman of the Board of Directors

   

Churchill Capital Corp XII

 

Blank check company

 

Chief Executive Officer and Chairman of the Board of Directors

Jay Taragin

 

M. Klein and Company

 

Strategic advice

 

Chief Financial Officer

   

Churchill Capital Corp XI

 

Blank check company

 

Chief Financial Officer

   

Churchill Capital Corp XII

 

Blank check company

 

Chief Financial Officer

William Sherman

 

Churchill Capital Corp XI

 

Blank check company

 

Director

   

Churchill Capital Corp XII

 

Blank check company

 

Director