
Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for thepast 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☒No☐ The registrant’s Units begin trading on The Nasdaq Stock Market LLC on June 18, 2024 and the registrant’s Class A Ordinary Shares and Warrants began tradingon The Nasdaq Stock Market LLC on July 17, 2024. Accordingly, there was no market value for the registrant’s Class A Ordinary Shares as of the last businessday of the second fiscal quarter of 2024. The aggregate market value of the outstanding Class A Ordinary Shares, other than shares held by persons who may bedeemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on December 30, 2024, as reported on The NasdaqStock Market LLC, was $161,280,000. As of March 20, 2025, there were16,000,000Class A Ordinary Shares, par value $0.0001 per share, and5,621,622ClassB Ordinary Shares, par value $0.0001per share, of the registrant issued and outstanding. TABLE OF CONTENTS PAGEPART I1Item 1.Business.1Item 1A.Risk Factors.21Item 1B.Unresolved Staff Comments.24Item 1C.Cybersecurity.24Item 2.Properties.24Item 3.Legal Proceedings.25Item 4.Mine Safety Disclosures.25PART II26Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.26Item 6.[Reserved]26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.27Item 7A.Quantitative and Qualitative Disclosures About Market Risk.29Item 8.Financial Statements and Supplementary Data.30Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.30Item 9A.Controls and Procedures.30Item 9B.Other Information.30Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.31PART III31Item 10.Directors, Executive Officers and Corporate Governance.31Item 11.Executive Compensation.36Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.37Item 13.Certain Relationships and Related Transactions, and Director Independence.39Item 14.Principal Accountant Fees and Services.41PART IV42Item 15.Exhibit and Financial Statement Schedules.42Item 16.Form 10-K Summary.42 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under “Item 7. Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statementswithin the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act(asdefined below).These forward-looking statements can be identified by the use of forward-lookingterminology, including the words “believes,” “estimates,” “anticipates,” “exp