Press release·11/14/2025 12:21:12

Summary and Analysis of Key Points

Overview

• The company is a blank check company formed in 2024 for the purpose of completing a business combination.
• The company has incurred significant costs in pursuing its acquisition plans and cannot assure that its plans to complete a business combination will be successful.
• The company may seek to extend the completion window for its business combination by amending its governing documents, which would require shareholder approval and could result in redemptions that affect its capitalization and listing status.

Everli Note and Sponsor Note

• The company entered into a series of notes with Everli and its sponsor to provide financing, with the principal amounts increasing over time up to $3.25 million for each note.
• The company has recognized interest income and expense related to these notes on its financial statements.

Everli Business Combination

• The company entered into a merger agreement to acquire Everli, a private company, in a business combination transaction.
• The pre-money equity value of Everli in the transaction is $180 million, subject to potential increases.
• The company and Everli have made various filings with the SEC related to the proposed business combination.

Results of Operations

• The company has not engaged in any operations or generated any revenue to date, only incurring expenses related to being a public company and pursuing the business combination.
• The company has generated non-operating income in the form of interest and dividends on the funds held in its trust account.
• The company’s net income for the three and nine months ended September 30, 2025 was $1.1 million and $4.2 million, respectively.

Factors that May Adversely Affect Results

• Various economic and market factors beyond the company’s control, such as downturns, inflation, supply chain issues, and geopolitical instability, could negatively impact the company’s ability to complete a business combination.

Liquidity and Capital Resources

• The company raised $160 million in its initial public offering and has additional funds from the sale of private placement warrants.
• The company has used cash for operating expenses and to provide financing to Everli, and has received cash from the sponsor loan.
• The company believes it has sufficient funds to meet its current expenditures but may need additional financing to complete a business combination.
• The company’s ability to continue as a going concern is dependent on completing a business combination before the end of the combination period.

Contractual Obligations

• The company has limited contractual obligations, primarily related to the underwriting fees from its IPO.

Critical Accounting Estimates and Policies

• The company has not identified any critical accounting estimates that have a significant impact on its financial statements.

Recent Accounting Pronouncements

• The company is evaluating the impact of a recent FASB accounting standard update related to expense disaggregation disclosures.