TABLE OF CONTENTS
| PART I |
| |||||
| Item 1. |
1 | |||||
| Item 1.A. |
11 | |||||
| Item 1.B. |
64 | |||||
| Item 1.C. |
64 | |||||
| Item 2. |
64 | |||||
| Item 3. |
65 | |||||
| Item 4. |
65 | |||||
| PART II |
| |||||
| Item 5. |
65 | |||||
| Item 6. |
65 | |||||
| Item 7. |
65 | |||||
| Item 7.A. |
73 | |||||
| Item 8. |
73 | |||||
| Item 9. |
73 | |||||
| Item 9.A. |
73 | |||||
| Item 9.B. |
74 | |||||
| Item 9.C. |
74 | |||||
| PART III |
| |||||
| Item 10. |
74 | |||||
| Item 11. |
85 | |||||
| Item 12. |
85 | |||||
| Item 13. |
87 | |||||
| Item 14. |
89 | |||||
| PART IV |
| |||||
| Item 15 |
91 | |||||
| Item 16 |
93 | |||||
| 94 | ||||||
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (this “Annual Report”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:
| • | our ability to select an appropriate target business or businesses in the Internet of Things (“IOT”) industry or adjacent industries; |
| • | our ability to complete our initial business combination in the IoT industry or adjacent industries; |
| • | our expectations around the performance of the prospective target business or businesses in the IoT industry or adjacent industries; |
| • | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| • | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
| • | our potential ability to obtain additional financing to complete our initial business combination; |
| • | our pool of prospective target businesses in the IoT industry or adjacent industries; |
| • | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
| • | the changes in the marketplace for directors’ and officers’ liability insurance impacting the ease and expense for our negotiation and completion of an initial business combination; |
| • | our public securities’ potential liquidity and trading; |
| • | the lack of a market for our securities; |
| • | our ability to consummate an initial business combination due to changes in laws or regulations, including changes imposing additional requirements on business combination transactions involving SPACs and private operating companies and the application of the 1% U.S. federal excise tax under the IR Act (as defined herein); |
| • | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| • | the impact of the material weakness in our internal control over financial reporting and our ability to remediate the material weakness in a timely manner, or at all; |
| • | the trust account not being subject to claims of third parties; or |
| • | our financial performance. |
The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual
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results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Section 1.A Risk Factors of this Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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