PlusAI SPAC

Overview

• Organized as a Cayman Islands exempted company on December 18, 2023 as a blank check company (SPAC).
• Formed to complete a Business Combination with one or more target businesses in any industry.
• IPO completed May 6, 2024; gross proceeds from the IPO and a related private placement were placed in a Trust Account to be used for a future Business Combination.
• Pursuing a Business Combination with PlusAI and will domesticate from the Cayman Islands to Delaware as PlusAI Holdings, Inc. as part of the closing.
• The company has not generated operating revenues to date.
• Current management consists of two officers; there are no full-time employees prior to the initial Business Combination.

Funding structure

• Public Offering
  • Public Units issued: 28,750,000
  • Each Public Unit comprises: 1 Public Share + 1/4 of 1 Public Warrant
  • Over-Allocation Option Units: 3,750,000 (full exercise)
  • Public Unit price: $10.00 per Unit
  • Gross proceeds from IPO: $287,500,000
• Private Placement
  • Private Placement Units: 725,000
  • Purchase price per unit: $10.00
  • Gross proceeds from Private Placement: $7,250,000
• Trust Account
  • Total placed from IPO and Private Placement: $287,500,000
  • Includes a Deferred Underwriter Fee of $10,062,500
• As of December 31, 2025
  • Funds available for a Business Combination: $307,617,399 (before redemptions, Permitted Withdrawals, taxes, and the Deferred Fee)

Planned transaction — PlusAI Business Combination

• Target: PlusAI
• Structure
  • Closing will effect a two-step merger in which PlusAI is merged into the domesticated SPAC.
  • Domestication will convert Class B to Class A (one-for-one) and convert warrants to SPAC Warrants; Units will be canceled into SPAC Class A shares plus a fraction of warrants.
  • Post-closing entity name: PlusAI Holdings, Inc., with SPAC Class A Common Stock and SPAC Class B Common Stock (for regulatory voting purposes).
• Valuation and consideration
  • Equity Value (PlusAI pre-money): $1,200,000,000 (subject to closing adjustments and any net proceeds from PlusAI financing prior to Closing)
  • Exchange Ratio: Equity Value divided by (i) PlusAI common shares outstanding, (ii) PlusAI options/RSUs vested or assumed, and (iii) PlusAI warrants on an as-converted basis; the result divided by $10.00
  • Each PlusAI share converts into SPAC Class A common stock; options/RSUs convert into SPAC Common Stock; warrants convert into SPAC Warrants on a one-for-one basis (subject to the Exchange Ratio and adjustments)
• Earnout
  • Up to 15,000,000 additional SPAC Common Stock shares (three tranches of 5,000,000) may be issued during the five-year Earnout Period upon achievement of specified price targets.
• Conditions to Closing
  • Minimum Cash Condition: at least $100,000,000 in Available Closing SPAC Cash (plus any financing, minus redemptions)
  • Regulatory and government approvals and stockholder approvals from both the SPAC and PlusAI
• Governance and equity
  • PlusAI options and RSUs will be assumed and converted into exchanged options/RSUs for SPAC Common Stock
  • An Amended and Restated Registration Rights Agreement will govern post-closing resale registrations for holders of SPAC securities
  • Ancillary agreements (Voting and Support Agreements, Sponsor Agreement, etc.) will govern pre- and post-closing governance and ownership dynamics

Key timing and milestones

• Combination Period
  • Must complete the initial Business Combination by May 6, 2026 (36 months from the IPO) or by August 6, 2026 if a letter of intent or agreement is in place by May 6, 2026.
• Extensions
  • The Combination Period may be extended in accordance with applicable laws and exchange rules via amendments to the Amended and Restated Articles, subject to shareholder approval and potential redemptions.
• Post-Closing considerations
  • Public Shares may be redeemed for cash at closing at a per-share price equal to the Trust Account balance plus accrued interest, less Permitted Withdrawals
  • Redemptions may occur at a general meeting or via tender offer, at the SPAC’s discretion

Management and operations

• Sponsors and advisors
  • M. Klein and Company (affiliate of the Sponsor) is involved in sourcing and structuring transactions
  • Archimedes Advisors LLC is an operating partner entity within M. Klein and Company, with strategic and operating partners who are former senior operating executives
• Operating Partners and compensation
  • Operating Partners may join the acquired company as directors or senior executives after the Business Combination
  • Operating Partners may share in a portion of founders’ and private placement proceeds if a Business Combination is completed
  • Potential conflicts exist due to relationships with M. Klein and Company and other SPACs; governance provisions and independent oversight are described in the agreement materials
• Employees
  • Two officers currently; no full-time employees are anticipated prior to completing a Business Combination

Operations and revenue

• To date, the SPAC has not generated operating revenues.
• Post-Business Combination, revenue and operating performance will depend on the target business (PlusAI) and the terms of the combination.
• The SPAC is a public company subject to Exchange Act reporting requirements; audited financial statements for the target will be provided as part of proxy or tender materials.

Additional notes

• Jurisdiction and structure
  • The company is currently a Cayman Islands exempted company and is expected to domesticate to Delaware upon closing of the Business Combination.
  • After domestication, SPAC securities will be governed by Delaware law and the Domesticated SPAC Charter.
• Going concern
  • There is substantial doubt about the company’s ability to continue as a going concern, tied to the need for additional financing to finalize a Business Combination and the timing of redemptions.