Business Description

Overview We are a blank check company incorporated in October 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. To date, our efforts have been limited to our organizational activities and activities relating to the Initial Public Offering and the identification and evaluation of prospective acquisition targets for our initial business combination. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination. We may pursue an acquisition opportunity in any business, industry, sector or geographical location we choose. Initial Public Offering On December 21, 2020, we consummated the Initial Public Offering of 40,000,000 units, which include the partial exercise by the underwriters of the overallotment option to purchase an additional 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,600,000 warrants at a price of $1.50 per Private Placement Warrant in a private placement (the “Private Placement”) to to the prior sponsor, generating gross proceeds of $11,400,000. A portion of the proceeds from the Initial Public Offering and private placement of units was placed in a trust account (“Trust Account”) for the benefit of public stockholders. Termination of Noventiq Business Combination Agreement On May 4, 2023, the Company entered into a definitive Business Combination Agreement (the “Business Combination Agreement”) with Noventiq Holdings PLC, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Noventiq”), formerly known as Softline Holding plc, and certain other parties. The Business Combination Agreement contemplated a series of mergers that would result in Noventiq becoming a publicly traded entity on the Nasdaq Stock Market. On December 29, 2023, the parties amended and restated the Business Combination Agreement to modify certain terms, including adjustments to the consideration structure and a revised equity valuation for Noventiq. The amendments were intended to reflect updated market conditions and optimize the structure of the proposed transaction. On July 3, 2024, the parties to the Business Combination Agreement, the Company, the sponsor, Noventiq and Noventiq Merger 1 Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Noventiq Holding Company, entered into a settlement agreement, pursuant to which the parties agreed (i) to mutually terminate the Business Combination Agreement and all other Transaction Documents (as defined in the Business Combination Agreement) (collectively, the “Ancillary Agreements”) and (ii) to a mutual release of all claims related to the Business Combination Agreement and the transactions contemplated thereby. The mutual termination of the Business Combination Agreement and the Ancillary Agreements is effective as of July 3, 2024. The parties agreed to terminate the Business Combination Agreement as a result of current unfavourable market conditions and other factors. Sponsor Transition On August 15, 2024, the Company, the old sponsor, the new sponsor, and Alexandre Balkanski, John Mulkey and Jason Park, each a former director of the Company, entered into a purchase agreement (the “Purchase Agreement”).…