CMCWF 最新10-K变化

相对上期新增的文字 · 来源:10-K · 2026-06-18

• We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

• We received gross proceeds from the Public Offering, the sale of the Private Placement Warrants an aggregate of $241.7 million. Upon the closing of the Public Offering, a total of $234.6 million, comprised of $225.4 million of the proceeds from the Public Offering (which amount includes $8.05 millio…

• On May 18, 2023 and May 22, 2023, certain of our unaffiliated investors (the “Investors”) entered into non-redemption agreements (“Non-Redemption Agreements”) with the sponsor, pursuant to which the Investors agreed to (i) not redeem an aggregate of up to 4,399,737 previously-held Class A ordinary s…

• On March 1, 2023, we entered into a definitive business combination agreement (the “Lexasure Business Combination Agreement”) with Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its successors, “Lexasure”), Lexasure Financial Holdings Corp., a Ca…

• On March 2, 2026, the Company held an extraordinary general meeting of shareholders at which its shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate a business combination from March 3…

相对上期删除的文字 · 来源:10-K · 2026-02-05

• We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). We …

• We entered into the Forward Purchase Agreement, as amended, with Camber Base, LLC, an affiliate of Brown University (the “Forward Purchase Investor”) pursuant to which the Forward Purchase Investor, or any of its subsidiaries or affiliates, may, at the sole written election of the Forward Purchase I…

• On March 1, 2023, we entered into a definitive business combination agreement (the “Lexasure Business Combination Agreement”) with Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its successors, “Lexasure”), Lexasure Financial Holdings Corp., a Ca…

• On May 18, 2023 and May 22, 2023, certain of our unaffiliated investors (the “Investors”) entered into non-redemption agreements (“Non-Redemption Agreements”) with the sponsor, pursuant to which the Investors agreed to (i) not redeem an aggregate of up to 4,399,737 previously-held Class A ordinary s…

• As of the date of this Annual Report on Form 10-K, we have not identified a Business Combination target.

相对上期新增的文字 · 来源:10-K · 2026-06-18

• We may attempt to complete our Business Combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

• In pursuing our acquisition strategy, we may seek to effectuate our Business Combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential Business Combination on the …

• The funds in the Trust Account are currently held in cash in an interest-bearing account, and interest rate can vary significantly, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received…

• We have instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposi…

• Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.

相对上期删除的文字 · 来源:10-K · 2026-02-05

• The registration rights granted to our initial shareholders and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our B…

• The Founder Shares will be worthless if we do not complete a Business Combination. The personal and financial interests of our sponsor and executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing a Business Combination and…

• We have identified material weaknesses in our internal controls over financial reporting. The material weaknesses could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

• We are a special purpose acquisition company with no business operations. Since our IPO, our sole activity has been identifying and evaluating suitable acquisition transaction candidates. As noted in Item 1A. Risk Factors of this Form 10-K, cybersecurity attacks or other information security inciden…

相对上期新增的文字 · 来源:10-K · 2026-06-18

• We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting an Initial Business Combination.

• On March 1, 2023, we entered the Lexasure Business Combination Agreement with Lexasure, Lexasure Pubco, the Merger Subs, the SPAC Representative, and the Seller Representative, for the Lexasure Business Combination. Pursuant to the Lexasure Business Combination Agreement, Lexasure Pubco was expected…

• Effective as of August 14, 2025, the Board of Directors dismissed Marcum LLP as the Company's independent registered public accounting firm. Effective as of August 15, 2025, the Board of Directors approved the appointment of Aloba, Awomolo & Partners as the Company's independent registered public ac…

• On February 24, 2026, Brian Coad resigned from the Board of Directors of the Company. Mr. Coad's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

• On February 24, 2026, the Company entered into the 2026 Non-Redemption Agreement among the Company, Valleypark Road, LLC and Funicular Funds, LP, pursuant to which Funicular agreed not to redeem 200,000 Class A ordinary shares in connection with the Fourth Extension Meeting. In consideration, the Ne…

相对上期删除的文字 · 来源:10-K · 2026-02-05

• We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting an Initial Business Combination. Our Sponsor, CEMAC Sponsor LP, is a Cayman Islands exempted limited partnership. On April 25, 2024, the Company consummated the transactions contemplated by a …

• On March 1, 2023, we entered the Lexasure Business Combination Agreement with Lexasure, Pubco, the Merger Subs, the SPAC Representative, and the Seller Representative, for the Lexasure Business Combination. Pursuant to the Lexasure Business Combination Agreement, Pubco was expected to serve as the p…

• For a full description of the Lexasure Business Combination Agreement and the proposed Lexasure Business Combination, including the ancillary agreements entered into in connection with the Lexasure Business Combination Agreement, please see “Item 1. Business.”

• On April 19, 2023, pursuant to the Financial Side Letter, Lexasure agreed to loan us the Lexasure Loan up to a maximum of $600,000. The Lexasure Loan was unsecured and interest free. In connection with the Lexasure Loan, at the closing of the Lexasure Business Combination (or in the event of an Alte…

• For more information on the extension of our Combination Period and the 2024 Extraordinary Meeting, including the Extension Non-Redemption Agreements and the Founder Conversion, please see “Item 1. Business”.

相对上期新增的文字 · 来源:10-K · 2026-06-18

• We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

相对上期删除的文字 · 来源:10-K · 2026-02-05

• To date, our efforts have been limited to organizational activities and activities relating to the Public Offering and the identification and evaluation of prospective acquisition targets for a Business Combination. We have neither engaged in any operations nor generated any revenues. As the net pro…

• We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.