Positives: a cleaner capital structure with no public warrants and trust invested in T‑bills. Negatives: a large deferred advisory/underwriting fee (about 10.35 million dollars) payable at a business combination, and founder shares that vest on stock‑price hurdles and convert with an unusual 30 percent anti‑dilution mechanism.
These create incentives to close a deal even if it is not accretive to public shareholders, and meaningfully dilute non‑redeemers at closing. Net capital allocation alignment is weak for long‑term owners.







