XML 28 R17.htm IDEA: XBRL DOCUMENT v3.25.3
Subsequent Events
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 10—Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that, except as described below, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

 

On November 7, 2025, the Company entered into a business combination agreement (the “Business Combination Agreement”), with AIR, a private limited company incorporated under the laws of Jersey (the “AIR”), AIR Holdings Limited, a private limited company incorporated under the laws of Jersey (“Pubco”), Genesis Cayman Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Cayman Merger Sub”), and Genesis Jersey Merger Sub Limited, a private limited company incorporated under the laws of Jersey and a wholly-owned subsidiary of Pubco (“Jersey Merger Sub”).

 

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”), (i) Cayman Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Surviving Cayman Subsidiary”), and as a result of which the Company’s shareholders will receive one ordinary share of Pubco (a “Pubco Ordinary Share”) for each Class A ordinary share and Class B ordinary share held by such Company shareholder (other than any Class B ordinary shares surrendered by the Sponsor and any Class A ordinary shares that have been validly redeemed) (the “Cayman Merger”) and (ii) immediately following the Cayman Merger, Jersey Merger Sub will merge with and into AIR, with AIR continuing as the surviving entity (the “Surviving Jersey Subsidiary”), and as a result of which the AIR shareholders will receive Pubco Ordinary Shares in exchange for their interests in AIR as described in the Business Combination Agreement (such merger, the “Jersey Merger,” the Jersey Merger together with the Cayman Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Business Combination Agreement and the ancillary documents thereto, the “Transactions”). As a result of the Mergers, Surviving Cayman Subsidiary and Surviving Jersey Subsidiary will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

 

Concurrently with the execution of the Business Combination Agreement, the Company, Pubco, AIR and the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its Class A ordinary shares and Class B ordinary shares in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) to waive the antidilution protection applicable to the Class B ordinary shares under the Amended and Restated Memorandum and Articles so that Class B ordinary shares will convert into Class A ordinary shares only upon the Initial Conversion Ratio (as defined in the Amended and Restated Memorandum and Articles to be 1:1) in connection with the Transactions, (iii) to surrender and forfeit for no consideration 3,400,000 Class B ordinary shares immediately prior to the Cayman Merger, and (iv) to subject 1,500,000 of the Pubco Ordinary Shares that it will receive in exchange for its Class B ordinary shares to forfeiture and vesting based on an earn-out during the five year period after the Closing on the terms and conditions set forth in the Sponsor Support Agreement.

 

Certain of the Company’s existing agreements will be amended or amended and restated in connection with the Transactions.

 

For more information regarding the Transactions, refer to the Company’s filings with the SEC, including the Current Report on Form 8-K filed by the Company with the SEC on November 7, 2025, and the other filings the Company and Pubco may make from time to time with the SEC.