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YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System (the “DWAC...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to two days prior to the initially scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption ri...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. The foregoing is different fr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to co...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 2023, or such earlier date as determined by our board of directors in its sole discretion, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably poss...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissol...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cay...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. initial business combination by August 4, 2023, or such earlier date as our board of directors may determine in its sole discretion. Our Sponsor, executive officers, directors and director nominees...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to require us to redeem their public shares upon approval o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. any such amendment, whether proposed by our Sponsor, any executive officer, director or director nominee, or any other person. We expect that all costs and expenses associated with implementing our...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the Trust Account could, however, become subjec...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that they will execute such agr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the company and will only enter into an agreement with a third party that has not executed a waiver if our directors and executive officers believe that such third party’s engagement would be in the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reas...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefor...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the l...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. For ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Of...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder. 24 Table of Contents If we file a bankruptcy petition or an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. /creditor or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 4, 2023, or such earlier date as determined by our board of directors in its sole discretion, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. for cash upon the completion of the initial business combination. Public shareholders who elect to have their Class A ordinary shares redeemed in connection with a shareholder vote described in clau...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. not result in a shareholder’s requiring us to redeem its shares for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resource...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . The cost for our use of this space is included in the $16,667 per month fee we pay to our Sponsor for office space, utilities, secretarial and administrative services. We consider our current offic...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Information Our units, Class A ordinary shares and warrants are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and curren...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. principles in the United States of America (“GAAP”), or international financial reporting standards (“IFRS”), depending on the circumstances, and the historical financial statements may be required...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential targ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to complete any such acquisition. Prior to the date of this annual report, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2020 Revision) of the Cayman Islands, for a period of 20 years from the da...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Legal Proceedings There is no mater...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. X-energy’s organizational structure before making an investment decision. If any of the risks and uncertainties occur, our business, financial condition and operations results could be adversely aff...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and we may be unable to provide positive returns to shareholders; our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may comple...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to potential business combination targets and 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 w...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. up and we would redeem our public shares and liquidate; if we seek shareholder approval of our initial business combination, our Sponsor, directors, executive officers, advisors and their affiliate...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , potentially at a loss; the NYSE 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 tra...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. we may be unable to complete our initial business combination. If we have not completed our initial business combination by August 4, 2023, or such earlier date as our board of directors may determi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as a financial advis...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. result in a business combination with a company that is not as profitable as we suspected, if at all; holders of Class A ordinary shares will not be entitled to vote on any election of directors we...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. pay in the future for our Class A ordinary shares and could entrench our directors; after our initial business combination, substantially all of our assets may be located in a foreign country and s...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. do not support such a combination. We may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approva...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. transaction would otherwise 28 Table of Contents require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordina...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to affect the invest...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. after the Initial Public Offering held by them in favor of our initial business combination. Our Sponsor and our directors and executive officers also may from time to time purchase Class A ordinary...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 0% (assuming only the minimum number of shares representing a quorum are voted), of the 46,997,081 Class A ordinary shares that remain outstanding following the Extension to be voted in favor of an ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shareholders to exercise redemption rights for shares that they hold for cash may make our financial condition unattractive to potential business combination targets and may make it difficult for us...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. rights with respect to a significant portion of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. At the time we enter into an agree...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. than we initially expect, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for additional third-party financing. Raising additional...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. will continue to reflect our obligation to pay the entire deferred underwriting commissions. The ability of our public shareholders to exercise redemption rights with respect to a significant porti...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. complete our initial business combination on terms that would produce value for our shareholders. Any potential target business with which we enter into negotiations concerning a business combinati...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. initial business combination on terms that we would have rejected upon a more comprehensive investigation. We cannot assure you that we will be able to complete the proposed Business Combination or...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. us to complete the proposed Business Combination or another initial business combination. Our ability to consummate any business combination depends on a variety of factors, many of which are beyond...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. in connection with a shareholder vote upon an extension and vote upon the Business Combination could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our publ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (ii) as promptly as reasonably possible but not more than ten 30 Table of Contents business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregat...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, the public sha...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the open market either prior to or following the consummation of the proposed Business Combination with X-energy, although they are under no obligation to do so. However, they have no current commit...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such tran...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of their affiliates will select which shareholders to purchase securities from in any private transaction. In addition, if such purchases are made, the public “float” of our Class A ordinary shares...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of an aggregate of 15% of the Class A ordinary shares sold in our Initial Public Offering, you will lo...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and adversely affected by the COVID-19 pandemic. Many countries, including the United States and states and municipalities in which we may operate, have issued (and may re-issue) orders requiring t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. been or may continue to be reimposed to mitigate risks to public health both in the United States and globally. Moreover, even where restrictions are and remain lifted, certain groups of people may ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. mitigate the spread and deployment of vaccines. If the effects of the COVID-19 pandemic, including COVID-19 variants, remain uncertain and the disruptions posed by COVID-19 or other matters of globa...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 3, or such earlier date as our board of directors may determine in its sole discretion, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are avai...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. obligated to offer holders of our public shares the right to require us to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient for us to operate until August 4, 2023, it could limit the amount available to fund our business a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ; however, our operating and transaction expenses may exceed this amount. If we are required to seek additional capital, we would need to borrow funds from our Sponsor, directors and executive offic...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . 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 ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may ari...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. combination could suffer a reduction in the value of their securities. These shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that th...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. may not protect those funds from third-party claims against us, including any regulatory actions successfully made against the Trust Account. Although, following our Initial Public Offering, we will...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the enforceability of the waiver, in each case to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. consultant whose particular expertise or skills are believed by our directors and executive officers to be superior to those of other consultants that would agree to execute a waiver or in cases whe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. forceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnific...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and pr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of the Private Placement Warrants, and warrants that may be issued upon conversion of the Working Capital Loan (described elsewhere in this annual report on Form 10-K) and the Class A ordinary shares...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the securities...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportuni...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. directors and executive officers will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. result, our directors and executive officers may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any shareholder who choose to remain shareholders fol...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. As a result of changes in the market since...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. condition with a target business that requires us 35 Table of Contents to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the b...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . 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 combi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. share, and 1,000,000 preference shares, par value $0.0001 per share. As of December 31, 2022 there were 200,000,000 and 5,000,000 authorized but unissued Class A ordinary shares and Class B ordinary...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. outstanding. Due to additional ordinary share issuances, if the proposed Business Combination with X-energy is consummated, our shareholders will experience dilution. If the proposed Business Combi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. our amended and restated memorandum and articles of association provides, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. our Class A ordinary shares; • could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operati...