LAFA on Nasdaq
LaFayette Acquisition Corp.
LaFayette Acquisition Corp. is a blank check company in the Cayman Islands.1
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Last updated Oct 20, 2026.
Overview
- TickerLAFA on Nasdaq1
- IndustryBlank Checks1
- HeadquartersE91
- Incorporated inCayman Islands2
- Business address4 Rue Murillo, C/O Lafayette Acquisition Corp., Paris, 750082
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2
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He also actively participated in the acquisitions which led to the creation of Polyus Gold, Russia’s largest gold company.3 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.4
| Period ending | 2025-12-31 |
|---|---|
| Formation, general and administrative costs | $225.6K |
| Loss from operations | -$225.6K |
| Interest earned on marketable securities held in Trust Account | $779.9K |
| Total other income | $779.9K |
| Net Income (Loss) | $554.3K |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2025-05-31 | 2024-12-31 |
|---|---|---|---|
| Cash | $813.8K | ||
| Prepaid expenses | $15.4K | ||
| Prepaid insurance | $75.0K | ||
| Total current assets | $904.3K | ||
| Long-term prepaid insurance | $60.7K | ||
| Marketable securities held in Trust Account | $115.8M | ||
| Deferred offering costs | $13.7K | ||
| Total Assets | $116.7M | $13.7K | |
| Accounts payable and accrued expenses | $24.9K | ||
| Accrued offering costs | $75.0K | $369 | |
| Advances from related party | $16.3K | ||
| Total current liabilities | $99.8K | $16.7K | |
| Deferred underwriting fee | $4.0M | ||
| Total Liabilities | $4.1M | $16.7K | |
| Ordinary shares subject to possible redemption, $0.0001 par value; 11,500,000 and no shares at redemption value of $10.07 and $0 per share at December 31, 2025 and 2024, respectively | $115.8M | ||
| Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 4,213,333 and 3,833,333 shares issued and outstanding (excluding 11,500,000 and 0 shares subject to possible redemption) at December 31, 2025 and 2024, respectively | $421 | $383 | |
| Additional paid-in capital | $4.6K | ||
| Accumulated deficit | -$3.2M | -$8.0K | |
| Total Shareholders Deficit | -$3.2M | -$3.0K | |
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | $116.7M | $13.7K | |
| Ordinary shares subject to possible redemption, par value | $0.00 | $0.00 | |
| Ordinary shares subject to possible redemption, shares | 11.5M shares | ||
| Ordinary shares subject to possible redemption, per share | $10.07 | $0.00 | |
| Preference shares, par value | $0.00 | $0.00 | |
| Preference shares, shares authorized | 20.0M shares | 20.0M shares | |
| Ordinary shares, par value | $0.00 | $0.00 | |
| Ordinary shares, shares authorized | 200.0M shares | 200.0M shares | |
| Ordinary shares, shares issued | 4.2M shares | 4.2M shares | |
| Ordinary shares, shares outstanding | 3.8M shares | 3.8M shares | |
| Ordinary shares dividend | 3.8M shares |
| Period ending | 2025-12-31 | 2025-05-31 | 2024-12-31 |
|---|---|---|---|
| Cash | $813.8K | ||
| Prepaid expenses | $15.4K | ||
| Prepaid insurance | $75.0K | ||
| Total current assets | $904.3K | ||
| Long-term prepaid insurance | $60.7K | ||
| Marketable securities held in Trust Account | $115.8M | ||
| Deferred offering costs | $13.7K | ||
| Total Assets | $116.7M | $13.7K | |
| Accounts payable and accrued expenses | $24.9K | ||
| Accrued offering costs | $75.0K | $369 | |
| Advances from related party | $16.3K | ||
| Total current liabilities | $99.8K | $16.7K | |
| Deferred underwriting fee | $4.0M | ||
| Total Liabilities | $4.1M | $16.7K | |
| Ordinary shares subject to possible redemption, $0.0001 par value; 11,500,000 and no shares at redemption value of $10.07 and $0 per share at December 31, 2025 and 2024, respectively | $115.8M | ||
| Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 4,213,333 and 3,833,333 shares issued and outstanding (excluding 11,500,000 and 0 shares subject to possible redemption) at December 31, 2025 and 2024, respectively | $421 | $383 | |
| Additional paid-in capital | $4.6K | ||
| Accumulated deficit | -$3.2M | -$8.0K | |
| Total Shareholders Deficit | -$3.2M | -$3.0K | |
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | $116.7M | $13.7K | |
| Ordinary shares subject to possible redemption, par value | $0.00 | $0.00 | |
| Ordinary shares subject to possible redemption, shares | 11.5M shares | ||
| Ordinary shares subject to possible redemption, per share | $10.07 | $0.00 | |
| Preference shares, par value | $0.00 | $0.00 | |
| Preference shares, shares authorized | 20.0M shares | 20.0M shares | |
| Ordinary shares, par value | $0.00 | $0.00 | |
| Ordinary shares, shares authorized | 200.0M shares | 200.0M shares | |
| Ordinary shares, shares issued | 4.2M shares | 4.2M shares | |
| Ordinary shares, shares outstanding | 3.8M shares | 3.8M shares | |
| Ordinary shares dividend | 3.8M 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.4
| Period ending | 2025-12-31 |
|---|---|
| Net income (loss) | $554.3K |
| Interest earned on marketable securities held in Trust Account | -$779.9K |
| Prepaid expenses | -$15.4K |
| Prepaid insurance | -$75.0K |
| Long-term prepaid insurance | -$60.7K |
| Accounts payable and accrued liabilities | $24.9K |
| Net cash used in operating activities | -$351.9K |
| Investment of cash in Trust Account | -$115.0M |
| Net cash used in investing activities | -$115.0M |
| Proceeds from sale of Units, net of underwriting discounts paid | $112.7M |
| Proceeds from sale of Private Placement Units | $3.8M |
| Proceeds from promissory note related party | $133.3K |
| Repayment of promissory note - related party | -$150.0K |
| Payments of offering costs | -$317.6K |
| Net cash provided by financing activities | $116.2M |
| Net Change in Cash | $813.8K |
| Offering costs included in accrued offering costs | $74.6K |
| Deferred underwriting fee payable | $4.0M |
| Conversion of advances and short-term promissory notes to long-term promissory notes | $16.7K |
No quarter-by-quarter statement was filed.
Corporate structure
LaFayette Acquisition Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of LaFayette Acquisition Corp.
- Goldman Sachs Filed SCHEDULE 13G on LaFayette Acquisition Corp., latest May 11, 2026
- LaFayette Sponsor LLC Filed SCHEDULE 13D on LaFayette Acquisition Corp., latest Oct 29, 2025
- LaFayette Acquisition Corp. E9
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What LaFayette Acquisition Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Marketable securities, non-current | $115.8M4 Dec 31, 2025 | ||
| Long-term investments | $60.7K4 Dec 31, 2025 |
Properties, in its own words
We currently maintain our executive offices at 4 Rue Murillo, Paris France 75008. The cost for this space is included in the $10,000 per month fee. Pursuant to an administrative services agreement, dated October 23, 2025, between the Company and the Sponsor (the “Administrative Services Agreement”), until the completion of our initial business combination or liquidation, we will pay a monthly fee of $10,000 to our Sponsor for secretarial and administrative services.
Item 2 of the 10-K filed Mar 11, 2026.3
Leadership
Who has led LaFayette Acquisition Corp., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerChristophe Charlier Oct 23, 2025 to now7
- Chief financial officerJennifer Rosario Calabrese Oct 23, 2025 to now8
Board members and other officers (3)
- Board memberChristophe Charlier Oct 23, 2025 to now7
- Board memberEszter Farkas Oct 23, 2025 to now9
- Board memberTrent William Stedman Nov 26, 2025 to now10
Timeline
Filings
27 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 3 major events, 7 insider forms, 2 large holders, 11 other. The latest 20:
- Aug 14, 202610-Q QUARTERLY REPORT EDGAR
- May 14, 202610-Q QUARTERLY REPORT EDGAR
- May 11, 2026SCHEDULE 13G EDGAR
- Mar 11, 202610-K ANNUAL REPORT EDGAR
- Dec 4, 202510-Q QUARTERLY REPORT EDGAR
- Nov 26, 20253 EDGAR
- Nov 21, 20258-K CURRENT REPORT EDGAR
- Oct 31, 20258-K CURRENT REPORT EDGAR
- Oct 29, 2025SCHEDULE 13D EDGAR
- Oct 28, 20258-K CURRENT REPORT EDGAR
- Oct 28, 20254 EDGAR
- Oct 28, 20254 EDGAR
- Oct 24, 2025424B4 PROSPECTUS EDGAR
- Oct 23, 2025CERT EDGAR
- Oct 23, 20253 EDGAR
- Oct 23, 20253 EDGAR
- Oct 23, 20253 EDGAR
- Oct 23, 20253 EDGAR
- Oct 23, 20258-A12B FOR REGISTRATION OF CERTAIN CLASSES EDGAR
- Oct 3, 2025CORRESP EDGAR
The 27 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
2 open-market trades by officers, directors and large owners since October 2021: 2 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Oct 27, 2025 | LaFayette Sponsor LLC10% owner | Buy | 244,286 | Form 4 | ||
| Oct 27, 2025 | Charlier ChristopheChief Executive Officer | Buy | 244,286 | Form 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.
- Goldman SachsSCHEDULE 13G, 1 filing May 11, 202614
- LaFayette Sponsor LLCSCHEDULE 13D, 1 filing Oct 29, 202515
SEC filer profile
How LaFayette Acquisition Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARLaFayette Acquisition Corp.1
- CIK0002079106
- Employer ID (EIN)00-00000003
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inCayman Islands3
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address4 Rue Murillo, C/O Lafayette Acquisition Corp., Paris, 75008, France1
- Phone33 1 45 75 86 281
- Shares outstanding15,713,333 as of Aug 12, 20266
- Public float$0 as of Jun 30, 20254
- AuditorWithumSmith+Brown, PC, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceAug 5, 20251
- Filings27 in all: 3 (5), 10-Q (3), 8-K (3), 4 (2), CORRESP (2), S-1/A (2), UPLOAD (2), 10-K (1)1
All 15 form types
424B4 (1), 8-A12B (1), CERT (1), DRS (1), S-1 (1), SCHEDULE 13D (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 11, 2026
Quarterly report (10-Q) Aug 14, 2026
Latest 8-K (8-K) Nov 21, 2025
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Ordinary Share and one Right | LAFAU | Nasdaq |
| Ordinary shares, par value $0.0001 per share | LAFA | Nasdaq |
| Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share | LAFAR | Nasdaq |
From the cover page of the 10-K filed Mar 11, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks LaFayette Acquisition Corp. names in Item 1A of its 10-K filed Mar 11, 2026: 75 risks under these headings, as written.3
- Risks Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination
- We are a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our business combination even though a majority of our public shareholders do not support such a combination.
- If we seek shareholder approval of our business combination, our initial shareholders have agreed to vote in favor of such 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 the business combination.
- 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 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 business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
- Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by new outbreaks, or continuation of any existing outbreaks, of any infectious disease (such as COVID-19) and other events, and the status of debt and equity markets.
- Our search for a business combination, and any target business with which we may ultimately consummate a business combination, may be materially adversely affected by global geopolitical conditions resulting from armed conflicts.
- Military or other conflicts and other disruptions to the equity or debt capital markets, 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 a business combination.
The other 63 risks
- As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our business combination and could even result in our inability to find a target or to consummate a business combination.
- If our business combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such business combination.
- We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.
- Transactions in connection with or in anticipation of our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and rightholders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete a business combination.
- The requirement that we complete our business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our shareholders.
- We may not be able to complete our business combination within the prescribed time frame, 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 $10.00 per share, or less than such amount in certain circumstances, and our rights will expire worthless.
- If we seek shareholder approval of our business combination, our initial shareholders and their affiliates may elect to purchase shares or rights from public shareholders, which may make it more likely that we are able to consummate such business combination or reduce the public “float” of our ordinary shares or rights.
- If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for 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. To liquidate your investment, therefore, you may be forced to sell your public shares or rights, potentially at a loss.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- If we seek shareholder approval of our 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 ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares.
- Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our business combination. If we are unable to complete our business combination, our public shareholders may receive only approximately $10.00 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our rights will expire worthless.
- If the net proceeds of the Initial Public Offering and the sale of the private units not being held in the Trust Account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our business combination and we will depend on loans from our initial shareholders or management team to fund our search for a business combination and to complete our business combination. If we are unable to obtain these loans, we may be unable to complete our business combination.
- 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 where a substantial majority of our shareholders seek redemption.
- 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 independent directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.
- If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.
- If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- Because we are not limited to a particular industry, sector, or geographic region in which to pursue our business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.
- Past performance by our management team and our initial shareholders may not be indicative of future performance of an investment in us.
- We may seek acquisition opportunities in industries or sectors which may be outside of our management’s area of expertise.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our 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 business combination may not have attributes entirely consistent with our general criteria and guidelines.
- Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our business combination, our public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our rights will expire worthless.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may complete our 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. They could also resign upon completion of our business combination which could negatively impact the operations and profitability of our post-combination business.
- We may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the private 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.
- Risks Related to Our Securities
- 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.
- We may issue additional ordinary shares or preference shares to complete our business combination or under an employee incentive plan after completion of our business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.
- 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.
- The grant of registration rights to our initial shareholders and EBC may make it more difficult to complete our business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.
- Our shareholders prior to the Initial Public Offering contributed an aggregate of $5,000, or approximately $0.001 per share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary shares.
- Our shareholders paid an aggregate of $5,000 for the founder shares and EBC founder shares, or approximately $0.001 per share. As a result of this low initial price, our shareholders prior to the Initial Public Offering stand to make a substantial profit even if a business combination subsequently declines in value or is unprofitable for our public shareholders.
- We may amend the terms of the rights in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding rights.
- Our rights may have an adverse effect on the market price of our ordinary shares and make it more difficult to complete our business combination.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous business combination with some prospective target businesses.
- Risks Related to Our Management
- Our ability to successfully complete our business combination and to be successful thereafter will be totally dependent upon the efforts of members of our management team, some of whom may join us following our business combination. The loss of such people could negatively impact the operations and profitability of our post-combination business.
- Members of our management team may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our 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 may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present a target to us instead of our competitors. This conflict of interest could have a negative impact on our ability to complete our business combination.
- Our officers and directors are now, and 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 allocating their time and determining to which entity a particular business opportunity should be presented.
- Our initial shareholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our initial shareholders which may raise potential conflicts of interest.
- Our Sponsor has the ability to remove itself as our sponsor or to substantially reduce its interests in us before identifying an initial business combination, which may result in change in the strategy and focus of our company in pursuing a business combination or make it more difficult for us to consummate a business combination.
- Since our shareholders prior to the Initial Public Offering will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our business combination.
- Our shareholders prior to the Initial Public Offering may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- Post Business Combination Risks
- Subsequent to the completion of our 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 our share price, which could cause you to lose some or all of your investment.
- If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations and payment methods, demand for product enhancements, new product features, and changing business needs, requirements or preferences, our products may become less competitive.
- Technology platforms may not operate properly or as we expect it to operate.
- New or changing technologies, could cause a disruption in our business model, which may materially impact our results of operations and financial condition.
- We may face additional and distinctive risks if we acquire a business in certain industries, such as technology.
- Risks Related to Acquiring and Operating a Business Outside of the United States
- While we intend to focus on companies located in the United States, we may effect a business combination with a company located outside of the United States and if we do, we would be subject to a variety of additional risks that may negatively impact our business operations and financial results.
- We may not be able to complete a business combination with a U.S. target company since such business combination may be 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”), or ultimately prohibited.
- If our management following our business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
- General Risk Factors
- Unanticipated changes in our effective tax rate or challenges by tax authorities could harm our future results.
- 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.
- Changes in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
- We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- 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 business combination.
- If we are deemed to be an investment company for purposes of the Investment Company Act, we could be forced to liquidate and investors in our company would not be able to participate in any benefits of owning stock in an operating business, including the potential appreciation of our stock following a business combination and our rights would expire worthless.
- Our rights agreement designates the courts of the State of New York located in the County 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, as applicable, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
- 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 ordinary shares and could entrench management.
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 9SEC EDGAREszter Farkas, Board member
- 10SEC EDGARTrent William Stedman, Board member
- 11SEC EDGAROther events
- 12SEC EDGAROther events
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- 15