v3.26.3
Description of Organization and Business Operations
6 Months Ended
Jun. 30, 2025
Description of Organization and Business Operations [Abstract]  
Description of Organization and Business Operations

Note 1—Description of Organization and Business Operations

 

Slam Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”).

 

As of June 30, 2025, the Company had not yet commenced operations. All activity for the period from December 18, 2020 (inception) through June 30, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and after the Initial Public Offering, the search for an initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

 

The Company’s sponsor is Slam Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 22, 2021. On February 25, 2021, the Company consummated its Initial Public Offering of 57,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered “the Public Shares”), including 7,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.5 million, of which approximately $20.1 million was for deferred underwriting commissions (see Note 5).

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 11,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $17.0 million (see Note 4).

 

Upon the closing of the Initial Public Offering and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States “government securities” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below. On February 17, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of an initial business combination and liquidation. Interest on such deposit account is currently approximately 3.5 - 4.0% per annum, but such deposit account carries a variable rate, and the Company cannot provide any assurance that such rate will not decrease or increase significantly.

 

The Company’s management team (“Management”) has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. The Company’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial business combination. However, the Company will only complete an initial business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

 

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with an initial business combination if a majority of the shares voted are voted in favor of the initial business combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which were adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing an initial business combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with an initial business combination, the holders of the Founder Shares prior to the Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of an initial business combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an initial business combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor.

 

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

 

The Company’s Sponsor, officers, directors and special advisor agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with an initial business combination or to redeem 100% of its Public Shares if the Company does not complete an initial business combination within the Combination Period (as defined below) or (B) with respect to any other provisions relating to shareholders’ rights, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

 

If the Company is unable to complete an initial business combination by June 25, 2025 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

 

On February 21, 2023, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”) to (i) amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles Amendment”) to extend the date by which the Company has to consummate an initial business combination from February 25, 2023 to May 25, 2023 (such proposal, the “Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) the Exchange Act of less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on February 21, 2023, the Company filed the Articles Amendment with the Cayman Islands Registrar of Companies.

 

Accordingly, on February 21, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $10,447,000 (the “New Note”) to the Sponsor. The Sponsor funded the initial principal amount of $3,247,000 on February 23, 2023. The New Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate an initial business combination, the New Note will be repaid only from amounts remaining outside of the Trust Account, if any.

 

In connection with the vote to approve the Extension Amendment Proposal, the holders of 32,164,837 Class A ordinary shares, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $328,092,030.

 

In connection with the redemption of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less taxes payable).

 

On December 18, 2023, the Company and Lynk Global, Inc., a Delaware corporation (“Lynk”), issued a joint press release announcing a non-binding letter of intent (“LOI”) for a potential business combination. Under the terms of the LOI, the Company and Lynk would become a combined entity, with Lynk’s existing equity holders rolling 100% of their equity into the combined public company.

 

On December 22, 2023, the Company held an Extraordinary General Meeting of Shareholders (the “Shareholder Meeting”) to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination (the “Articles Extension”) from December 25, 2023 (the “Amended Termination Date”) to January 25, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate an initial business combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s Board if requested by Slam Sponsor, LLC, and upon five days’ advance notice prior to the applicable Termination Date, until December 25, 2024, or a total of up to twelve months after the Amended Termination Date, unless the closing of an initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal at the Shareholder Meeting and on December 27, 2023, the Company filed the Second Amendment to the Amended and Restated Memorandum and Articles of Association (the “Articles Amendment”) with the Registrar of Companies of the Cayman Islands, effective December 22, 2023.

 

In connection with the vote to approve the Extension Amendment Proposal, the holders of 16,257,204 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.85 per share, for an aggregate redemption amount of $176,359,122. As of December 31, 2023, there were 9,077,959 Public Shares outstanding.

 

On January 22, 2024, February 21, 2024, March 20, 2024, April 22, 2024, May 20, 2024, June 25, 2024, July 25, 2024, August 22, 2024 and September 19, 2024, the Board approved draws of an aggregate of $720,000 (the “Extension Funds”) pursuant to the New Note which Extension Funds the Company deposited into the Trust Account for its public shareholders. These deposits enabled the Company to extend the date by which it must complete its initial business combination from January 25, 2024 to February 25, 2024, from February 25, 2024 to March 25, 2024, from March 25, 2024 to April 25, 2024, from April 25, 2024 to May 25, 2024, from May 25, 2024 to June 25, 2024, from June 25, 2024 to July 25, 2024, from July 25, 2024 to August 25, 2024, from August 25, 2024 to September 25, 2024 and from September 25, 2024 to October 25, 2024, respectively.

 

On August 23, 2024, the Company and Sponsor amended the New Note to increase the aggregate principal amount from $10,447,000 to $10,947,000. All other material terms of the Amended Note remain in full force and effect. As of June 30, 2025 and December 31, 2024, there was $10,947,000 outstanding under the New Note.

 

On October 28, 2024, Continental Stock Transfer & Trust Company (“Continental”), the trustee with respect to the Trust Account, erroneously deposited $172,500 into the Trust Account. This erroneous deposit plus interest earned, totaling approximately $174,540, was subsequently reimbursed to Continental on March 4, 2025. In connection with the Third Extension Meeting (as defined below), Continental paid shareholders of the Company who properly redeemed their shares $135,122 more than they would have received if the erroneous deposit had not occurred. As such, Continental returned $135,122 to the Company’s Trust Account on April 14, 2025.

 

On December 18, 2024, we held an extraordinary general meeting of shareholders (the “Third Extension Meeting”) to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a business combination from December 25, 2024 to March 25, 2025 and to allow the Company, without another shareholder vote, to elect to extend the termination date on a monthly basis for up to three times by an additional one month each time until June 25, 2025 (the “Monthly Extensions”).

 

In connection with that vote, the holders of 7,077,959 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate redemption amount of $80,684,883.

 

In connection with the extension to June 25, 2025, Sponsor contributed $100,000 to the Company under the December 2024 Note on January 28, 2025, February 25, 2025 and March 25, 2025.

 

Accordingly, on December 27, 2024, the Company issued an unsecured promissory note in the total principal amount of up to $600,000 (the “December 2024 Note”) to the Sponsor. The December 2024 Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the December 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any. As of June 30, 2025 and December 31, 2024, there was $600,000 and $270,746 outstanding under the December 2024 Note, respectively.

 

On January 16, 2025, the Sponsor converted an aggregate of 14,210,000 Class B ordinary shares into Class A ordinary shares on a one-for-one basis. The Sponsor has agreed to waive any right to receive funds from the Company’s Trust Account with respect to the Public Shares received upon such conversion and will acknowledge that such shares will be subject to all of the restrictions applicable to the original Class B Ordinary Shares under the terms of that certain letter agreement, dated as of February 22, 2021, by and among the Company and its initial shareholders, directors and officers, and that certain letter agreement, dated as of February 4, 2024, by and among, the Company, Lynk, the Company’s directors and officers, the Sponsor and other parties thereto.

 

On May 15, 2025, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “May 2025 Note”) to the Sponsor. The May 2025 Note does not bear interest and matures upon closing of the Company’s initial business combination. As of June 30, 2025 and December 31, 2024, there was $993,982 and $0 outstanding balance under the May 2025 Note, respectively.

 

On June 6, 2025, the Company filed a definitive proxy statement (the “Proxy Statement”) announcing that it will hold an extraordinary general meeting of the Company (the “June 2025 Shareholder Meeting”) to vote on a proposed amendment to the Company’s amended and restated memorandum and articles of association to (a) extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination (as defined in the Proxy Statement) from June 25, 2025 to December 24, 2025 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to extend the Termination Date to consummate a Business Combination on a monthly basis for up to five times by an additional one month each time after the Articles Extension Date, by resolution of the board of directors of the Company, if requested by Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 25, 2025 or a total of up to five months after the Articles Extension Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”) and (b) to adjourn the June 2025 Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the June 2025 Shareholder Meeting, there are insufficient class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”) in the capital of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the June 2025 Shareholder Meeting or to approve the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise necessary.

 

The shareholders of the Company approved the Extension Amendment Proposal at the Shareholder Meeting and on June 18, 2025, the Company filed an amendment to the Articles (the “Articles Amendment”) with the Registrar of Companies of the Cayman Islands, effective June 18, 2025.

 

In connection with the vote to approve the Extension Amendment Proposal, the holders of 1,885,947 Public Shares properly exercised their right to redeem their shares for an aggregate redemption amount of $22,485,938. As of June 30, 2025 and December 31, 2024, there were 114,053 and 2,000,000 Public Shares outstanding, respectively.

 

On December 24, 2025, the Company held a shareholder meeting to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from December 25, 2025 to December 25, 2026 (the “2026 Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to five times by an additional one month each time after the 2026 Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor and upon five days’ advance notice prior to the applicable Termination Date, until May 25, 2027, or a total of up to five months after the 2026 Articles Extension Date, unless the closing of a business combination shall have occurred prior to such date (the “2026 Extension Amendment Proposal”).

 

The shareholders of the Company approved the 2026 Extension Amendment Proposal at the shareholder meeting and on December 24, 2025, the Company filed an amendment to the Articles (the “December 2025 Articles Amendment”) with the Registrar of Companies of the Cayman Islands, effective December 24, 2025.

 

In connection with the vote to approve the 2026 Extension Amendment Proposal, the holders of 39,729 Public Shares properly exercised their right to redeem their shares for an aggregate redemption amount of $481,692.

 

The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete an initial business combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete an initial business combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete an initial business combination within the Combination Period, and in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers.

 

Risks and Uncertainties

 

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. In October 2023, Israel and Hamas began an armed conflict in the Gaza Strip and surrounding areas. The impact of these ongoing conflicts, and related sanctions, on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s financial position, results of its operations, and/or search for a target company is also not determinable as of the date of these financial statements.

 

Liquidity and Going Concern Considerations

 

As of June 30, 2025, the Company had $8,773 in its operating bank account and working capital deficit of approximately $3.2 million.

 

The Company’s liquidity needs through June 30, 2025 were satisfied through a contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), the loan of approximately $196,000 from the Sponsor under the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 25, 2021. In addition, in order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of June 30, 2025 and December 31, 2024, there was $1,474,000 outstanding under the Working Capital Loans.

 

On February 21, 2023, the Company issued the New Note to the Sponsor. The Sponsor funded the initial principal amount of $3,247,000 on February 23, 2023. The Sponsor funded an additional amount of $800,000 on May 23, 2023, June 22, 2023, July 21, 2023, August 22, 2023, September 21, 2023, October 21, 2023 and November 21, 2023. Additionally, the Sponsor funded an additional amount of $335,000 for working capital. The New Note does not bear interest and matures upon closing of the Company’s initial business combination. On August 23, 2024, the Company and Sponsor amended the New Note to increase the aggregate principal amount from $10,447,000 to $10,947,000. All other material terms of the Amended Note remain in full force and effect. As of June 30, 2025 and December 31, 2024, there were amounts of $10,947,000 outstanding under the New Note.

 

On May 26, 2023, the Company issued an unsecured promissory note in the principal amount of $700,000 (the “May 2023 Note”). The May 2023 Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination. As of June 30, 2025 and December 31, 2024, there were amounts of $700,000 outstanding under the May 2023 Note.

 

On August 18, 2023, the Company issued an unsecured promissory note in the principal amount of $800,000 (the “August 2023 Note”). The August 2023 Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination. As of June 30, 2025 and December 31, 2024, there were amounts of $800,000 outstanding under the August 2023 Note.

 

On December 27, 2024, the Company issued an unsecured promissory note in the total principal amount of up to $600,000 (the “December 2024 Note”) to Sponsor. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. As of June 30, 2025 and December 31, 2024, there was $600,000 and $270,746 outstanding under the December 2024 Note, respectively.

 

On May 15, 2025, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “May 2025 Note”) to the Sponsor. The May 2025 Note does not bear interest and matures upon closing of the Company’s initial business combination. As of June 30, 2025 and December 31, 2024, there was $993,982 and $0 outstanding balance under the May 2025 Note, respectively.

 

As of June 30, 2025 and December 31, 2024, Antara Capital Master Fund LP (“Antara”) paid and funded $1,798,426 and $1,259,772, respectively, on behalf of the Company to pay for legal fees and D&O insurance, amounts of which are recorded in advances from related party in the accompanying balance sheets. 

 

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Presentation of Financial Statements - Going Concern,” management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 25, 2026. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management plans to complete an initial business combination prior to the mandatory liquidation date.