Overview
- TickerTAVI on Nasdaq1
- IndustryBlank Checks1
- HeadquartersNewark, Delaware1
- Incorporated inCayman Islands2
- Business address850 Library Avenue, Suite 204, Newark, De 197112
- Filer category, Emerging growth company2
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(EPA: MLSEQ) from January 2014 to July 2016. From 2007 to 2014, Mr. Mametov served in multiple roles at Caspian Services Inc. (NASDAQ: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 expenses | $1.2M |
| Loss from operations | -$1.2M |
| Interest earned on marketable securities held in Trust Account | $4.8M |
| Total other income | $4.8M |
| Net income | $3.6M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 2 fiscal years (annual) or 2 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $229.6K | $913.7K |
| Prepaid expenses | $131.8K | $44.1K |
| Total current assets | $361.5K | $957.7K |
| Marketable securities held in Trust Account | $120.8M | $115.9M |
| Total Assets | $121.1M | $116.9M |
| Accrued offering costs | $75.0K | $85.0K |
| Accrued expenses | $708.2K | $72.4K |
| Total Liabilities | $1.4M | $789.1K |
| Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $10.50 and $10.06 per share as of December 31, 2025 and 2024, respectively | $120.8M | $115.7M |
| Ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 4,420,833 shares issued and outstanding (excluding 11,500,000 subject to possible redemption) as of December 31, 2025 and 2024 | $442 | $442 |
| Additional paid-in capital | $329.7K | |
| (Accumulated deficit) Retained earnings | -$1.1M | $79.5K |
| Total Shareholders Equity (Deficit) | -$1.1M | $409.7K |
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders Equity (Deficit) | $121.1M | $116.9M |
| Ordinary shares subject to possible redemption shares | 11.5M shares | 11.5M shares |
| Ordinary shares subject to possible redemption, per share value (in Dollars per share) | $10.50 | $10.06 |
| Preferred shares, shares par value (in Dollars per share) | $0.00 | $0.00 |
| Preferred shares, shares authorized | 100.0M shares | 100.0M shares |
| Ordinary shares, shares par value (in Dollars per share) | $0.00 | $0.00 |
| Ordinary shares, shares authorized | 400.0M shares | 400.0M shares |
| Ordinary shares, shares issued | 4.4M shares | 4.4M shares |
| Ordinary shares, shares outstanding | 4.4M shares | 4.4M shares |
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $229.6K | $913.7K |
| Prepaid expenses | $131.8K | $44.1K |
| Total current assets | $361.5K | $957.7K |
| Marketable securities held in Trust Account | $120.8M | $115.9M |
| Total Assets | $121.1M | $116.9M |
| Accrued offering costs | $75.0K | $85.0K |
| Accrued expenses | $708.2K | $72.4K |
| Total Liabilities | $1.4M | $789.1K |
| Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $10.50 and $10.06 per share as of December 31, 2025 and 2024, respectively | $120.8M | $115.7M |
| Ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 4,420,833 shares issued and outstanding (excluding 11,500,000 subject to possible redemption) as of December 31, 2025 and 2024 | $442 | $442 |
| Additional paid-in capital | $329.7K | |
| (Accumulated deficit) Retained earnings | -$1.1M | $79.5K |
| Total Shareholders Equity (Deficit) | -$1.1M | $409.7K |
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders Equity (Deficit) | $121.1M | $116.9M |
| Ordinary shares subject to possible redemption shares | 11.5M shares | 11.5M shares |
| Ordinary shares subject to possible redemption, per share value (in Dollars per share) | $10.50 | $10.06 |
| Preferred shares, shares par value (in Dollars per share) | $0.00 | $0.00 |
| Preferred shares, shares authorized | 100.0M shares | 100.0M shares |
| Ordinary shares, shares par value (in Dollars per share) | $0.00 | $0.00 |
| Ordinary shares, shares authorized | 400.0M shares | 400.0M shares |
| Ordinary shares, shares issued | 4.4M shares | 4.4M shares |
| Ordinary shares, shares outstanding | 4.4M shares | 4.4M 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 | $3.6M |
| Interest earned on marketable securities held in Trust Account | -$4.8M |
| Prepaid expenses | -$87.8K |
| Accrued expenses | $635.7K |
| Net cash used in operating activities | -$674.0K |
| Payment of offering costs | -$10.0K |
| Net cash provided (used in) by financing activities | -$10.0K |
| Net Change in Cash and Cash Equivalents | -$684.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Tavia 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 Tavia Acquisition Corp.
- Fog Cutter Holdings, LLC Filed SCHEDULE 13D on Tavia Acquisition Corp., latest Oct 6, 2026
- Polar Asset Management Partners Inc. Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest Aug 14, 2026 (4 filings since Feb 14, 2025)
- TENOR CAPITAL MANAGEMENT Co., L.P. Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest Aug 14, 2026 (3 filings since Oct 30, 2025)
- Westchester Capital Management, LLC Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest Aug 14, 2026 (2 filings since May 15, 2026)
- Barclays Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest Aug 13, 2026 (2 filings since May 14, 2026)
- Karpus Management, Inc. Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest Jul 7, 2026 (5 filings since Feb 14, 2025)
- Wealthspring Capital LLC Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest Jun 3, 2026 (2 filings since Feb 13, 2025)
- Bank of Montreal Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest Feb 12, 2026 (2 filings since Nov 13, 2025)
- WOLVERINE ASSET MANAGEMENT LLC Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest Feb 2, 2026 (2 filings since May 1, 2025)
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest May 15, 2025 (2 filings since Feb 14, 2025)
- Tavia Sponsor Pte. Ltd. Filed SCHEDULE 13G on Tavia Acquisition Corp., latest Apr 22, 2025
- Harraden Circle Investments, LLC Filed SCHEDULE 13G/A on Tavia Acquisition Corp., latest Feb 14, 2025 (2 filings since Dec 10, 2024)
- Tavia Acquisition Corp. Newark, Delaware
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Tavia 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 |
|---|---|---|---|
| Cash and cash equivalents | $229.6K4 Dec 31, 2025 | $913.7K4 Dec 31, 2024 | −74.9% |
Properties, in its own words
We currently maintain our executive offices at 850 Library Avenue, Suite 204 Newark, DE 19711. The cost for this space is included in the $10,000 per month fee. Pursuant to an administrative services agreement, dated December 3, 2024, 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 16, 2026.3
Leadership
Who has led Tavia Acquisition Corp., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerKanat Mynzhanov Dec 3, 2024 to Dec 3, 20247
- Chief financial officerAskar Mametov Dec 3, 2024 to Dec 3, 20248
Board members and other officers (5)
- Board memberAskar Mametov Dec 3, 2024 to Dec 3, 20248
- Board memberChristophe Charlier Dec 3, 2024 to Dec 3, 20249
- Board memberDarrell J. Mays Dec 3, 2024 to Dec 3, 202410
- Board memberKanat Mynzhanov Dec 3, 2024 to Dec 3, 20247
- Board memberMarsha Kutkevitch Dec 5, 2024 to Dec 5, 202411
Timeline
- Oct 2, 20268-K Entered a material agreement; Executive or director change12
- Jul 13, 20268-K Regulation FD disclosure13
- Jun 5, 20268-K Entered a material agreement; New debt or obligation; Bylaws or fiscal year changed14
- Feb 3, 20268-K Entered a material agreement; New debt or obligation15
- Jan 24, 20258-K Change of auditor16
- Dec 13, 20248-K Other events17
- Dec 12, 20248-K Other events18
- Dec 6, 20248-K Entered a material agreement; Unregistered sale of shares; Executive or director change19
- Dec 3, 2024New chief executive Kanat Mynzhanov becomes CEO7
Filings
86 filings to the SEC since October 2021: 2 annual reports, 5 quarterly reports, 8 major events, 12 insider forms, 29 large holders, 30 other. The latest 20:
- Oct 13, 20263 EDGAR
- Oct 13, 20263 EDGAR
- Oct 13, 20263 EDGAR
- Oct 13, 20263 EDGAR
- Oct 13, 20263 EDGAR
- Oct 13, 20263 EDGAR
- Oct 6, 2026SCHEDULE 13D EDGAR
- Oct 2, 20268-K CURRENT REPORT EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 13, 2026SCHEDULE 13G/A EDGAR
- Aug 12, 202610-Q QUARTERLY REPORT EDGAR
- Aug 6, 2026SCHEDULE 13G EDGAR
- Jul 13, 2026425 CURRENT REPORT EDGAR
- Jul 13, 20268-K CURRENT REPORT EDGAR
- Jul 7, 2026SCHEDULE 13G/A EDGAR
- Jun 5, 20268-K CURRENT REPORT EDGAR
- Jun 5, 2026SCHEDULE 13G/A EDGAR
- Jun 3, 2026SCHEDULE 13G/A EDGAR
The 86 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Fog Cutter Holdings, LLCSCHEDULE 13D, 1 filing Oct 6, 202620
- Polar Asset Management Partners Inc.SCHEDULE 13G/A, 4 filings Feb 14, 2025 to Aug 14, 202621
- TENOR CAPITAL MANAGEMENT Co., L.P.SCHEDULE 13G/A, 3 filings Oct 30, 2025 to Aug 14, 202622
- Westchester Capital Management, LLCSCHEDULE 13G/A, 2 filings May 15, 2026 to Aug 14, 202623
- BarclaysSCHEDULE 13G/A, 2 filings May 14, 2026 to Aug 13, 202624
- Karpus Management, Inc.SCHEDULE 13G/A, 5 filings Feb 14, 2025 to Jul 7, 202625
- Wealthspring Capital LLCSCHEDULE 13G/A, 2 filings Feb 13, 2025 to Jun 3, 202626
- Bank of MontrealSCHEDULE 13G/A, 2 filings Nov 13, 2025 to Feb 12, 202627
- WOLVERINE ASSET MANAGEMENT LLCSCHEDULE 13G/A, 2 filings May 1, 2025 to Feb 2, 202628
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Feb 14, 2025 to May 15, 202529
- Tavia Sponsor Pte. Ltd.SCHEDULE 13G, 1 filing Apr 22, 202530
- Harraden Circle Investments, LLCSCHEDULE 13G/A, 2 filings Dec 10, 2024 to Feb 14, 202531
SEC filer profile
How Tavia 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 EDGARTavia Acquisition Corp.1
- CIK0002020385
- 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 address850 Library Avenue, Suite 204, Newark, DE 197111
- Phone212-506-62981
- Shares outstanding8,753,608 as of Aug 12, 20266
- Public float$117.9M as of Jun 30, 20253
- AuditorWithumSmith+Brown, PC, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceMay 15, 20241
- Filings89 in all: SCHEDULE 13G/A (17), SCHEDULE 13G (13), 3 (12), 8-K (8), CORRESP (8), S-1/A (7), UPLOAD (6), 10-Q (5)1
All 20 form types
10-K (2), 424B4 (1), 425 (1), 8-A12B (1), CERT (1), DEF 14A (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1), SC 13G (1), SCHEDULE 13D (1)
- Latest filingsAnnual report (10-K) Mar 16, 2026
Quarterly report (10-Q) Aug 12, 2026
Proxy statement (DEF 14A) May 12, 2026
Latest 8-K (8-K) Oct 2, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Ordinary Share and one Right | TAVIU | NASDAQ |
| Ordinary shares, par value $0.0001 per share | TAVI | NASDAQ |
| Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share | TAVIR | NASDAQ |
From the cover page of the 10-K filed Mar 16, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks Tavia Acquisition Corp. names in Item 1A of its 10-K filed Mar 16, 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 public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
- If we seek shareholder approval of our initial business combination, our initial shareholders 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 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 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 initial 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 the status of debt and equity markets.
- 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 current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.
- Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
- Macro-economic turbulence and instability relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results of operations and our ability to successfully consummate a business combination.
The other 63 risks
- Because there are many special purpose acquisition companies evaluating targets, attractive targets may be scarce 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.
- If our initial 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 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.
- The requirement that we complete our initial 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 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, 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 only receive $10.05 per share, or less than such amount in certain circumstances, and our rights will expire worthless.
- If we seek shareholder approval of our initial 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 initial 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 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. 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 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 public shares, you will lose the ability to redeem all such shares in excess of 15% of our public shares.
- 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. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.05 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 to allow us to operate for at least the next 18 months from the closing of the Initial Public Offering, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.05 per share, 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 initial 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 initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial 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 with which a substantial majority of our shareholders do not agree.
- 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 $10.05 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 initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.
- Past performance by our management team, our advisors 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 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.
- 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.
- We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
- 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 initial business combination, our public shareholders may receive only approximately $10.05 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 initial 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 initial 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.
- If we complete a business combination with a single target business, we may be solely dependent on such 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 preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial 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 initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares post business combination.
- Our initial shareholders contributed an aggregate of approximately $25,000, or approximately $0.005 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares.
- Our initial shareholders paid an aggregate of $25,000 for the founder shares, or approximately $0.005 per founder share. As a result of this low initial price, our initial shareholders stand to make a substantial profit even if an initial 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 agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.
- Our rights may have an adverse effect on the market price of our ordinary shares and make it more difficult to complete our 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 Related to Our Management
- Our ability to successfully complete our initial 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 initial 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 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.
- Our officers and directors may allocate their time to other businesses and may become officers or directors of other special purpose acquisition companies, 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 initial business combination.
- Our officers and directors 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.
- We may engage one or more affiliates of our Sponsor, officers or directors or their respective affiliates to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination.
- Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- Our initial shareholders and other insiders 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 initial 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.
- Our success will ultimately depend upon market acceptance of our products and services, our ability to develop and commercialize existing and new products and services and generate revenues, and our ability to identify new markets for its technology.
- 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
- 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.
- Because of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted.
- If social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our business.
- Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.
- If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.
- If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.
- If any dividend is declared in the future and paid in a foreign currency, you may be disproportionately taxed on what you actually receive.
- If our management 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.
- Currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
- General Risk Factors
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 EDGARChristophe Charlier, Board member
- 10SEC EDGARDarrell J. Mays, Board member
- 11SEC EDGARMarsha Kutkevitch, Board member
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- 13SEC EDGARRegulation FD disclosure
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- 16SEC EDGARChange of auditor
- 17SEC EDGAROther events
- 18SEC EDGAROther events
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