TONT on NYSE
Graf Global Corp.
Blank check company in the Cayman Islands1
In its 2026 annual report the company says: “We are a blank check company incorporated on November 17, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have 24 months from the closing of our initial public offering, or until such earlier liquidation date as our board of directors may approve to complete our initial Business Combination.”4 It is headquartered in The Woodlands, Texas.1 Its shares trade on NYSE under the symbol TONT.1
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Last updated Oct 20, 2026.
Overview
- TickerTONT on NYSE1
- IndustryBlank Checks1
- HeadquartersThe Woodlands, Texas1
- Incorporated inCayman Islands3
- Business address1790 Hughes Landing Boulevard, Suite 400, The Woodlands, Tx 773803
- Filer category, Emerging growth company3
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We are a blank check company incorporated on November 17, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We have 24 months from the closing of our initial public offering, or until such earlier liquidation date as our board of directors may approve (the “Completion Window”) to complete our initial Business Combination.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 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| General and administrative costs | $1.8M | $531.3K |
| Loss from operations | -$1.8M | -$531.3K |
| Interest earned on cash held in Trust Account | $9.8M | $5.8M |
| Total other income | $9.8M | $5.8M |
| Net income | $8.0M | $5.2M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2024-06-30 | 2023-12-31 |
|---|---|---|---|---|
| Cash | $699 | $479.6K | ||
| Prepaid expenses | $115.6K | $237.5K | ||
| Total current assets | $116.3K | $717.1K | ||
| Long-term prepaid insurance | $109.7K | |||
| Cash held in Trust Account | $245.6M | $235.8M | ||
| Total Assets | $245.7M | $236.6M | ||
| Accrued offering costs | $85.0K | |||
| Due to related party | $14.7K | $5.7K | ||
| Accrued expenses | $1.3M | $84.7K | ||
| Total current liabilities | $1.3M | $169.7K | ||
| Deferred underwriting fee | $9.8M | $9.8M | ||
| Total Liabilities | $11.1M | $10.0M | ||
| Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $10.68 and $10.25 per share as of December 31, 2025 and 2024 | $245.6M | $235.8M | ||
| Accumulated deficit | -$11.0M | -$9.1M | ||
| Total Shareholders' Deficit | -$11.0M | -$9.1M | -$156.1K | |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | $245.7M | $236.6M | ||
| Preference shares, par value (in dollars per share) | $0.00 | $0.00 | ||
| Preference shares, authorized (in shares) | 1.0M shares | 1.0M shares | ||
| Preference shares, issued (in shares) | 0 shares | 0 shares | ||
| Preference shares, outstanding (in shares) | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-06-30 | 2023-12-31 |
|---|---|---|---|---|
| Cash | $699 | $479.6K | ||
| Prepaid expenses | $115.6K | $237.5K | ||
| Total current assets | $116.3K | $717.1K | ||
| Long-term prepaid insurance | $109.7K | |||
| Cash held in Trust Account | $245.6M | $235.8M | ||
| Total Assets | $245.7M | $236.6M | ||
| Accrued offering costs | $85.0K | |||
| Due to related party | $14.7K | $5.7K | ||
| Accrued expenses | $1.3M | $84.7K | ||
| Total current liabilities | $1.3M | $169.7K | ||
| Deferred underwriting fee | $9.8M | $9.8M | ||
| Total Liabilities | $11.1M | $10.0M | ||
| Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $10.68 and $10.25 per share as of December 31, 2025 and 2024 | $245.6M | $235.8M | ||
| Accumulated deficit | -$11.0M | -$9.1M | ||
| Total Shareholders' Deficit | -$11.0M | -$9.1M | -$156.1K | |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | $245.7M | $236.6M | ||
| Preference shares, par value (in dollars per share) | $0.00 | $0.00 | ||
| Preference shares, authorized (in shares) | 1.0M shares | 1.0M shares | ||
| Preference shares, issued (in shares) | 0 shares | 0 shares | ||
| Preference shares, outstanding (in shares) | 0 shares | 0 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 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net income | $8.0M | $5.2M |
| Payment of operation costs through promissory note | $32.2K | |
| Interest earned on cash held in Trust Account | -$9.8M | -$5.8M |
| Prepaid expenses and other current assets | $121.9K | -$237.5K |
| Long-term prepaid insurance | $109.7K | -$109.7K |
| Due to related party | $14.7K | |
| Accrued expenses | $1.2M | -$65.7K |
| Net cash used in operating activities | -$393.9K | -$912.0K |
| Investment of cash in Trust Account | -$230.0M | |
| Net cash used in investing activities | -$230.0M | |
| Proceeds from sale of Units, net of underwriting discounts paid | $226.0M | |
| Proceeds from sale of Private Placements Warrants | $6.0M | |
| Advances from related party | $5.7K | |
| Repayment of advances from related party | -$5.7K | |
| Repayment of promissory note - related party | -$155.7K | |
| Payment of offering costs | -$85.0K | -$452.7K |
| Net cash (used in) provided by financing activities | -$85.0K | $231.4M |
| Net Change in Cash | -$478.9K | $479.6K |
| Offering costs included in accrued offering costs | $85.0K | |
| Deferred underwriting fee payable | $9.8M | |
| Deferred offering costs paid through promissory note - related party | $117.8K |
No quarter-by-quarter statement was filed.
Corporate structure
Graf Global 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 Graf Global Corp.
- Harraden Circle Investments, LLC Filed SCHEDULE 13G/A on Graf Global Corp., latest Sep 8, 2026 (4 filings since Jul 7, 2026)
- Fort Baker Capital Management LP Filed SCHEDULE 13G/A on Graf Global Corp., latest Aug 14, 2026 (2 filings since May 15, 2026)
- HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Graf Global Corp., latest Aug 14, 2026 (2 filings since Oct 25, 2024)
- LMR Partners LLP Filed SCHEDULE 13G on Graf Global Corp., latest Aug 14, 2026
- Linden Capital L.P. Filed SCHEDULE 13G/A on Graf Global Corp., latest Aug 14, 2026 (2 filings since Jul 8, 2024)
- METEORA CAPITAL, LLC Filed SCHEDULE 13G on Graf Global Corp., latest Aug 14, 2026
- Polar Asset Management Partners Inc. Filed SCHEDULE 13G on Graf Global Corp., latest Aug 14, 2026 (3 filings since Nov 14, 2024)
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Graf Global Corp., latest Aug 13, 2026 (2 filings since Nov 14, 2024)
- Magnetar Financial LLC Filed SCHEDULE 13G/A on Graf Global Corp., latest Aug 13, 2026 (2 filings since Nov 6, 2024)
- Goldman Sachs Filed SCHEDULE 13G/A on Graf Global Corp., latest Aug 11, 2026 (3 filings since Nov 14, 2025)
- First Trust Capital Management L.P. Filed SCHEDULE 13G/A on Graf Global Corp., latest May 15, 2026 (2 filings since Nov 14, 2024)
- Barclays Filed SCHEDULE 13G on Graf Global Corp., latest May 14, 2026 (4 filings since Feb 7, 2025)
- Graf Global Corp. The Woodlands, Texas
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Graf Global 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 executive offices are located at 1790 Hughes Landing Blvd., The Woodlands, Texas 77380. Our executive offices are provided to us by an affiliate of our Sponsor, and we have agreed to pay such affiliate of our Sponsor up to $20,000 per month for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed May 11, 2026.4
Leadership
Who has led Graf Global Corp., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerJames A. Graf Jun 25, 2024 to now10
- Chief financial officerJames A. Graf Jun 25, 2024 to now10
Board members and other officers (4)
- Board memberFred S. Zeidman Jun 25, 2024 to now11
- Board memberJames A. Graf Jun 25, 2024 to now10
- Board memberKenneth Weinstein Jun 25, 2024 to now12
- Board memberLouis Belanger-Martin Jun 25, 2024 to now13
Timeline
- Sep 29, 20268-K Other events14
- Jul 16, 20268-K Other events15
- Jun 26, 20268-K Other events16
- Jun 26, 20268-K Entered a material agreement; Bylaws or fiscal year changed; Shareholder vote17
- Jun 18, 20268-K Unregistered sale of shares; Other events18
- Jun 12, 20268-K Regulation FD disclosure19
- Jun 12, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares20
- Apr 22, 20268-K Listing notice or transfer; Regulation FD disclosure21
- Aug 12, 20248-K Other events22
- Jul 3, 20248-K Other events23
- Jun 28, 20248-K Entered a material agreement; Unregistered sale of shares; Executive or director change24
- Jun 25, 2024New chief executive James A. Graf becomes CEO10
Calendar
Coming up
- Nov 12, 2026Reports results for the quarter ending Sep/202625
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
107 filings to the SEC since October 2021: 2 annual reports, 7 quarterly reports, 11 major events, 8 insider forms, 32 large holders, 47 other. The latest 20:
- Sep 29, 20268-K EDGAR
- Sep 11, 2026425 EDGAR
- Sep 11, 2026425 EDGAR
- Sep 8, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026SCHEDULE 13G EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026SCHEDULE 13G EDGAR
- Aug 14, 2026SCHEDULE 13G EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 202610-Q EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 13, 2026SCHEDULE 13G/A EDGAR
- Aug 13, 2026425 EDGAR
- Aug 13, 2026425 EDGAR
- Aug 13, 2026425 EDGAR
- Aug 13, 2026425 EDGAR
- Aug 13, 2026SCHEDULE 13G/A EDGAR
- Aug 11, 2026SCHEDULE 13G/A EDGAR
- Aug 7, 2026SCHEDULE 13G/A EDGAR
- Aug 7, 2026SCHEDULE 13G/A EDGAR
The 107 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.
- Harraden Circle Investments, LLCSCHEDULE 13G/A, 4 filings Jul 7, 2026 to Sep 8, 202626
- Fort Baker Capital Management LPSCHEDULE 13G/A, 2 filings May 15, 2026 to Aug 14, 202627
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Oct 25, 2024 to Aug 14, 202628
- LMR Partners LLPSCHEDULE 13G, 1 filing Aug 14, 202629
- Linden Capital L.P.SCHEDULE 13G/A, 2 filings Jul 8, 2024 to Aug 14, 202630
- METEORA CAPITAL, LLCSCHEDULE 13G, 1 filing Aug 14, 202631
- Polar Asset Management Partners Inc.SCHEDULE 13G, 3 filings Nov 14, 2024 to Aug 14, 202632
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Nov 14, 2024 to Aug 13, 202633
- Magnetar Financial LLCSCHEDULE 13G/A, 2 filings Nov 6, 2024 to Aug 13, 202634
- Goldman SachsSCHEDULE 13G/A, 3 filings Nov 14, 2025 to Aug 11, 202635
- First Trust Capital Management L.P.SCHEDULE 13G/A, 2 filings Nov 14, 2024 to May 15, 202636
- BarclaysSCHEDULE 13G, 4 filings Feb 7, 2025 to May 14, 202637
- WOLVERINE ASSET MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Jul 21, 2025 to Oct 10, 202538
- MMCAP International Inc. SPCSC 13G/A, 2 filings Jul 3, 2024 to Nov 6, 202439
SEC filer profile
How Graf Global Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARGraf Global Corp.1
- CIK0001897463
- Employer ID (EIN)00-00000004
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address1790 Hughes Landing Boulevard, Suite 400, The Woodlands, TX 773801
- Phone310-745-86691
- Shares outstanding23,000,000 Common Class A shares; 5,750,000 Common Class B shares as of May 11, 20264
- Public float$240.6M as of Jun 30, 20254
- AuditorWithumSmith+Brown, PC, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceDec 23, 20211
- Filings109 in all: 425 (25), SCHEDULE 13G/A (16), 8-K (10), SCHEDULE 13G (9), SC 13G (8), 10-Q (7), 3 (4), 4 (4)1
All 24 form types
CORRESP (4), DEFA14A (4), 10-K (2), DRS (2), S-1/A (2), UPLOAD (2), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DEF 14A (1), EFFECT (1), NT 10-K (1), PRE 14A (1), S-1 (1), SC 13G/A (1)
- Latest filingsAnnual report (10-K) May 11, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Jun 8, 2026
Latest 8-K (8-K) Sep 29, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | GRAF.U | NYSE |
| Class A ordinary shares, par value $0.0001 per share | GRAF | NYSE |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | GRAF WS | NYSE |
From the cover page of the 10-K filed May 11, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Graf Global Corp. names in Item 1A of its 10-K filed May 11, 2026: 76 risks under these headings, as written.4
- Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
- Our shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, 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 and management team have agreed to vote in favor of such initial Business Combination, regardless of how our public shareholders vote.
- Your only opportunity to effect your investment decision regarding a potential Business Combination may be limited to the exercise of your right to redeem your shares from us for cash.
- 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, 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 Completion Window 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.
- Our search for a Business Combination, and any target business with which we ultimately consummate a 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.
- Recent increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.
- We may not be able to complete our initial Business Combination within the Completion Window, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.
- We may decide not to extend the term we have to consummate our initial Business Combination, in which case we would redeem our Public Shares and liquidate, and the warrants would expire.
The other 64 risks
- If we seek shareholder approval of our initial Business Combination, our Sponsor, initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from public shareholders, which may influence a vote on a proposed Business Combination and reduce the public “float” of our securities.
- 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 be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.
- 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.
- 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 their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire.
- 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.
- The amount of deferred underwriting commissions we must pay upon completion of our initial Business Combination is greater than the amount owed by other special purpose acquisition companies. This could make our company less attractive to potential target businesses, which may frustrate, delay or prevent our ability to complete an initial Business Combination.
- If the net proceeds of the initial public offering not being held in the Trust Account are insufficient to allow us to operate for at least the duration of the Completion Window, 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 Sponsor or management team to fund our search and to complete our initial Business Combination.
- 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 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 or winding-up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, a bankruptcy or insolvency 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 bankruptcy or winding-up petition or an involuntary bankruptcy or winding up 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.
- 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 or force us to abandon our efforts to complete an initial Business Combination.
- 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.
- We may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity for our shareholders to appoint directors.
- Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial Business Combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
- 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 not be required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the consideration we are paying for the business is fair to our company from a financial point of view.
- 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 only be able to complete one Business Combination with the proceeds of the initial public offering and the sale of the Private Placement Warrants, 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 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 our initial Business Combination with which a substantial majority of our shareholders do not agree.
- In order to effectuate an initial Business Combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. 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 our shareholders may not support.
- Certain agreements entered into at the time of our initial public offering may be amended without shareholder approval.
- 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 shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- 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.
- 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.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an initial Business Combination.
- We may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
- Our initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our Business Combination, our tax obligations may be more complex, burdensome and uncertain.
- Risks Relating to the Post-Business Combination Company
- Subsequent to our 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 the price of our securities, which could cause you to lose some or all of your investment.
- The nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our initial Business Combination.
- 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 at such time is substantially less than $10.00 per share.
- 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 are unable to complete our initial Business Combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and upon our liquidation our warrants will expire.
- 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 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.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
- The officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
- 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 Acquiring and Operating a Business in Foreign Countries
- If we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
- After our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.
- After our initial Business Combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.
- Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
- Risks Relating to our Management Team
- We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
- Members of our management team and board of directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an initial Business Combination.
- Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.
- Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.
- We may seek Business Combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
- We are dependent upon our executive officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business Combination, could adversely affect our ability to operate.
- Our executive officers and directors 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.
- Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented.
- Our executive officers, directors, 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, executive officers, directors or existing holders which may raise potential conflicts of interest.
- Since our Sponsor, executive officers and directors will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to Public Shares they have acquired, or may in the future acquire, if any), a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination.
- Risks Relating to our Securities
- 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 or warrants, potentially at a loss.
- NYSE American 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.
- You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A Ordinary Shares or certain exemptions are available.
- You may only be able to exercise your Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A Ordinary Shares from such exercise than if you were to exercise such warrants for cash.
- The grant of registration rights to our initial shareholders and holders of our Private Placement Warrants 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 Founder 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.
- We may amend the terms of the warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a warrant could be decreased, all without your approval.
- A provision of our warrant agreement may make it more difficult for us to consummate an initial Business Combination.
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
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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- 11SEC EDGARFred S. Zeidman, Board member
- 12SEC EDGARKenneth Weinstein, Board member
- 13SEC EDGARLouis Belanger-Martin, Board member
- 14SEC EDGAROther events
- 15SEC EDGAROther events
- 16SEC EDGAROther events
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- 19SEC EDGARRegulation FD disclosure
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- 22SEC EDGAROther events
- 23SEC EDGAROther events
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- 25NasdaqNasdaq calendar
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