LKSP on Nasdaq
Lake Superior Acquisition Corp
In its 2026 annual report the company says: “We are a blank check company, incorporated as a BVI business company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Our Sponsor is Lake Superior Investments LLC, a Delaware limited liability company. Our Sponsor was established by Edward Cong Wang to leverage his extensive experience in acquiring, building, operating and scaling global financial services and complex operations businesses in constantly evolving environments.”4 It is headquartered in New York, New York.1 Its shares trade on Nasdaq under the symbol LKSP.1
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Last updated Oct 20, 2026.
Overview
- TickerLKSP on Nasdaq1
- IndustryBlank Checks1
- HeadquartersNew York, New York1
- Business address521 Fifth Avenue, 17Th Floor, New York, Ny 101753
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
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We are a blank check company, incorporated as a BVI business company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies. Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company,” “our Company” “Lake Superior” or “LKSP” refer to Lake Superior Acquisition Corp., a BVI corporation.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 |
|---|---|
| General and administrative expenses | $360.2K |
| Loss from Operations | -$360.2K |
| Interest earned on investments held in Trust Account | $1.0M |
| Income (loss) before income taxes | $666.0K |
| Income taxes provision | $0 |
| Net Income (Loss) | $666.0K |
| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 2.7M shares |
| Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $0.10 |
| Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption(1) | 3.9M shares |
| Basic and diluted net income (loss) per share, Class A and Class B ordinary shares not subject to redemption | $0.10 |
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.2
| Period ending | 2025-12-31 | 2024-12-31 | 2024-03-31 |
|---|---|---|---|
| Cash | $485.9K | $129.3K | $0 |
| Prepaid expenses | $74.2K | $0 | |
| Total current assets | $560.2K | $129.3K | |
| Deferred offering costs | $0 | $83.9K | |
| Investments held in trust account | $116.0M | $0 | |
| Total Assets | $116.6M | $213.2K | |
| Due to related party | $27.7K | $7.0K | |
| Accounts payable and accrued expenses | $6.2K | $43.9K | |
| Promissory note - related party | $94.4K | $200.0K | |
| Total current liabilities | $128.3K | $250.9K | |
| Deferred underwriting fee payable | $4.6M | $0 | |
| Total Liabilities | $4.7M | $250.9K | |
| Class A ordinary shares, no par value; 200,000,000 shares authorized; 11,500,000 shares subject to possible redemption at redemption value of $10.09 per share | $116.0M | $0 | |
| Preference shares, no par value; 5,000,000 shares authorized; none issued and outstanding | $0 | $0 | |
| Additional paid-in capital | $0 | $25.0K | |
| Accumulated deficit | -$4.2M | -$62.7K | |
| Total shareholders' deficit | -$4.2M | -$37.7K | $0 |
| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders' Deficit | $116.6M | $213.2K | |
| Preferred stock, shares par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 5.0M shares | 5.0M shares | |
| Shares subject to possible redemption | 11.5M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-03-31 |
|---|---|---|---|
| Cash | $485.9K | $129.3K | $0 |
| Prepaid expenses | $74.2K | $0 | |
| Total current assets | $560.2K | $129.3K | |
| Deferred offering costs | $0 | $83.9K | |
| Investments held in trust account | $116.0M | $0 | |
| Total Assets | $116.6M | $213.2K | |
| Due to related party | $27.7K | $7.0K | |
| Accounts payable and accrued expenses | $6.2K | $43.9K | |
| Promissory note - related party | $94.4K | $200.0K | |
| Total current liabilities | $128.3K | $250.9K | |
| Deferred underwriting fee payable | $4.6M | $0 | |
| Total Liabilities | $4.7M | $250.9K | |
| Class A ordinary shares, no par value; 200,000,000 shares authorized; 11,500,000 shares subject to possible redemption at redemption value of $10.09 per share | $116.0M | $0 | |
| Preference shares, no par value; 5,000,000 shares authorized; none issued and outstanding | $0 | $0 | |
| Additional paid-in capital | $0 | $25.0K | |
| Accumulated deficit | -$4.2M | -$62.7K | |
| Total shareholders' deficit | -$4.2M | -$37.7K | $0 |
| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders' Deficit | $116.6M | $213.2K | |
| Preferred stock, shares par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 5.0M shares | 5.0M shares | |
| Shares subject to possible redemption | 11.5M 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 (loss) | $666.0K |
| Payment of operating costs by related party | $0 |
| Interest earned on investments held in Trust Account | -$1.0M |
| Prepaid expenses | -$74.2K |
| Accounts payable and accrued expenses | -$9.9K |
| Net Cash Used in Operating Activities | -$444.4K |
| Purchase of investments held in Trust Account | -$115.0M |
| Net Cash Used in Investing Activities | -$115.0M |
| Proceeds from issuance of founder shares to Sponsor | $0 |
| Proceeds from Initial Public Offering | $115.0M |
| Proceeds from sale of private placement units | $3.6M |
| Payment of underwriter commissions | -$2.3M |
| Payment of deferred offering costs | -$386.3K |
| Proceeds from promissory note - related party | $100.0K |
| Repayment of promissory note - related party | -$205.6K |
| Repayment of related party advance | -$7.0K |
| Net Cash Provided by Financing Activities | $115.8M |
| Net Change in Cash | $356.6K |
| Remeasurement of Class A ordinary share to redemption value | $12.9M |
| Deferred underwriting fee payable | $4.6M |
| Deferred offering costs paid by related party | $0 |
| Deferred offering costs in accounts payable and accrued expenses | $1.2K |
| Accounts payable and accrued expenses paid by related party | $27.7K |
No quarter-by-quarter statement was filed.
Corporate structure
Lake Superior Acquisition Corp sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Lake Superior Acquisition Corp
- Karpus Management, Inc. Filed SCHEDULE 13G/A on Lake Superior Acquisition Corp, latest Aug 14, 2026 (2 filings since Feb 13, 2026)
- Goldman Sachs Filed SCHEDULE 13G/A on Lake Superior Acquisition Corp, latest Aug 11, 2026 (2 filings since May 8, 2026)
- Feis Equities LLC Filed SCHEDULE 13G/A on Lake Superior Acquisition Corp, latest Nov 13, 2025 (2 filings since Oct 30, 2025)
- Lake Superior Acquisition Corp New York, New York
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Lake Superior 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.
Properties, in its own words
Our principal executive offices are located at 521 Fifth Avenue 17th Floor, New York, NY 10175, and our telephone number is +1 646-886-8892. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Feb 12, 2026.4
Leadership
Who has led Lake Superior Acquisition Corp, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
- Chief executive officerCong Edward Wang Oct 6, 2025 to now8
- ChairCong Edward Wang Oct 15, 2025 to now9
- Chief financial officerZiqi Zhao Oct 6, 2025 to now10
Board members and other officers (4)
- Board memberCong Edward Wang Oct 6, 2025 to now8
- Board memberManuel C. Menendez Iii. Oct 6, 2025 to now11
- Board memberRaymond John Gibbs Oct 6, 2025 to now12
- Board memberStephen Martin Yas Oct 6, 2025 to now13
Timeline
- Mar 10, 20268-K Regulation FD disclosure14
- Jan 30, 20268-K Entered a material agreement15
- Jan 23, 20268-K Regulation FD disclosure16
- Oct 31, 20258-K Other events17
- Oct 15, 20258-K Other events18
- Oct 10, 20258-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed19
- Oct 6, 2025New chief executive Cong Edward Wang becomes CEO8
Filings
53 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 6 major events, 8 insider forms, 8 large holders, 27 other. The latest 20:
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 13, 202610-Q EDGAR
- Aug 13, 2026SCHEDULE 13G/A EDGAR
- Aug 11, 2026SCHEDULE 13G/A EDGAR
- May 14, 2026SCHEDULE 13G EDGAR
- May 13, 202610-Q EDGAR
- May 8, 2026SCHEDULE 13G EDGAR
- Mar 10, 2026425 EDGAR
- Mar 10, 20268-K EDGAR
- Feb 13, 2026SCHEDULE 13G EDGAR
- Feb 12, 202610-K EDGAR
- Jan 30, 20268-K EDGAR
- Jan 23, 20268-K EDGAR
- Nov 14, 202510-Q EDGAR
- Nov 13, 2025SCHEDULE 13G/A EDGAR
- Oct 31, 20258-K EDGAR
- Oct 30, 2025SCHEDULE 13G EDGAR
- Oct 15, 20254 EDGAR
- Oct 15, 20254 EDGAR
- Oct 15, 20258-K EDGAR
The 53 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 8, 2025 | Wang Cong EdwardCEO and Chairman of the Board | Buy | 245,000 | Form 4 | ||
| Oct 8, 2025 | Lake Superior Investments LLC10% owner | Buy | 245,000 | 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.
- Karpus Management, Inc.SCHEDULE 13G/A, 2 filings Feb 13, 2026 to Aug 14, 202620
- Goldman SachsSCHEDULE 13G/A, 2 filings May 8, 2026 to Aug 11, 202621
- Feis Equities LLCSCHEDULE 13G/A, 2 filings Oct 30, 2025 to Nov 13, 202522
SEC filer profile
How Lake Superior 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 EDGARLake Superior Acquisition Corp1
- CIK0002043508
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inBritish Virgin Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address521 Fifth Avenue, 17Th Floor, New York, NY 101751
- Phone646-886-88921
- Shares outstanding11,860,000 Common Class A shares; 3,833,333 Common Class B shares as of Feb 12, 20264
- Public float$0 as of Jun 30, 20252
- AuditorGuangdong Prouden CPAs GP, Guangzhou, China PCAOB ID 7254; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceNov 8, 20241
- Filings53 in all: 3 (6), 8-K (6), UPLOAD (6), CORRESP (5), SCHEDULE 13G (4), SCHEDULE 13G/A (4), 10-Q (3), DRS/A (3)1
All 19 form types
DRSLTR (3), S-1/A (3), 4 (2), 10-K (1), 424B4 (1), 425 (1), 8-A12B (1), CERT (1), DRS (1), EFFECT (1), S-1 (1)
- Latest filingsAnnual report (10-K) Feb 12, 2026
Quarterly report (10-Q) Aug 13, 2026
Latest 8-K (8-K) Mar 10, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Class A Ordinary Share and one-seventh of one right | LKSPU | NASDAQ |
| Class A Ordinary Shares, no par value | LKSP | NASDAQ |
| Rights, each whole right to acquire one Class A Ordinary Share | LKSPR | NASDAQ |
From the cover page of the 10-K filed Feb 12, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Lake Superior Acquisition Corp names in Item 1A of its 10-K filed Feb 12, 2026: 78 risks under these headings, as written.4
- Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
- 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 initial 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 initial shareholders, directors and officers 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.
- 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 $10.00 per share, or less than such amount in certain circumstances, and our rights will expire worthless.
- U.S. laws and regulations, including the HFCAA and AHFCAA, may impact the trading in our securities and restrict or eliminate our ability to complete a business combination with certain companies, particularly those acquisition candidates with substantial operations in mainland China or Hong Kong.
- 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.
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, our Sponsor, initial shareholders directors, officers, advisors or any of their respective affiliates may elect to purchase shares from public shareholders, which may increase the likelihood of closing our initial business combination and reduce the public “float” of our securities.
- 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 common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.
- 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 rights will expire worthless.
- If the funds not being held in the trust account are insufficient to allow us to operate for at least the 18 months following the closing of the Initial Public Offering or during any Extension Period, we may be unable to complete our initial business combination.
- If the net proceeds of the Initial Public Offering and the sale of the private placement 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 initial business combination and we may depend on additional capital from our Sponsor, members of our management team, any of their respective affiliates, or third parties to fund our search, to pay our taxes and to complete our initial business combination.
- We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
- 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.
- We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
- 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.
- 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 accounting or 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.
- We may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock 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.
- 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 rights will expire worthless.
- 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 initial business combination and could even result in our inability to find a target or to consummate an initial 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.
- 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 attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete 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. 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 rights holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.
- Our initial shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- Our Sponsor paid an aggregate of $25,000 for the Founder Shares, or approximately $0.011 per founder share. As a result, our Sponsor, its affiliates and our management team stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders, and may have an incentive to recommend such an initial business combination to our shareholders.
- Unlike many other similarly structured special purpose acquisition companies, our initial shareholders will receive additional shares of Class A common stock if we issue shares to consummate an initial business combination.
- 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.
- Risks Relating to our Search for, Consummation or, or Inability to Consummate, a Business Combination and Post Business Combination Risks
- 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.
- 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 units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
- We may 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.
- If our management team following our initial 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.
- 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.
- We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
- Risks Relating to Our Management Team
- 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 our Sponsor, directors or officers which may raise potential conflicts of interest.
- Our letter agreement with our Sponsor, directors and officers may be amended without shareholder approval.
- The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.
- Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
- Risks Relating to Our Securities
- We may amend the terms of the rights in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding rights.
- 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 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, 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.
- 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 $10.00 per share.
- 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 $10.00 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 18 months of the closing of the Initial Public Offering or during any Extension Period, our public shareholders may be forced to wait beyond such 18 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.
- The grant of registration rights to our initial shareholders, CCM 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.
- Our initial shareholders paid an aggregate of $25,000, or approximately $0.0065 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.
- Holders of our founder shares will 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.
- Our rights agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.
- Unlike some other similarly structured blank check companies, our initial shareholders will beneficially own 25% of our issued and outstanding ordinary shares.
Legal proceedings
To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 9SEC EDGARCong Edward Wang, Chair
- 10SEC EDGARZiqi Zhao, Chief financial officer
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- 12SEC EDGARRaymond John Gibbs, Board member
- 13SEC EDGARStephen Martin Yas, Board member
- 14SEC EDGARRegulation FD disclosure
- 15SEC EDGAREntered a material agreement
- 16SEC EDGARRegulation FD disclosure
- 17SEC EDGAROther events
- 18SEC EDGAROther events
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