Muzero Acquisition Corp Commitments Disclosure

Note 6 — Commitments and Contingencies

 

Risks and Uncertainties

 

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

 

Registration Rights Agreement

 

The holders of the (i) Founder Shares, (ii) Private Placement Units (and their underlying securities) and units that may be issued upon conversion of any Working Capital Loans (and their underlying securities), if any, (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (iv) any Class A Ordinary Shares held at the completion of the Initial Public Offering by the holders of the Founder Shares prior to the Initial Public Offering, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of or acquired prior to or in connection with the initial Business Combination pursuant to a registration rights agreement, dated January 29, 2026, by and between the Company and certain security holders. These holders are entitled to make up to three demands excluding short form demands and have piggyback registration rights. BTIG may only make a demand on one occasion and only during the five-year period beginning on January 29, 2026. In addition, BTIG may participate in a piggyback registration only during the seven-year period beginning on January 29, 2026. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

 

The Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On February 2, 2026, the Underwriters exercised their Over-Allotment Option in full, closing on the 2,625,000 Option Units simultaneously with the Initial Public Offering.

 

The Underwriters were paid a cash underwriting discount of $0.175 per Public Unit, or $3,521,875. The Underwriters paid the Company an aggregate amount of $503,125 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering.

 

Additionally, pursuant to the terms of the Underwriting Agreement, dated January 29, 2026, by and between the Company and BTIG (the “Underwriting Agreement”), the Underwriters are entitled to a deferred underwriting discount of $0.35 per Unit, or $7,043,750, payable to BTIG on behalf of the Underwriters only upon the consummation of an initial Business Combination (the “Deferred Fee”). The Deferred Fee will be payable to BTG upon the closing of the initial Business Combination in two portions, as follows: (i) $0.20 per Public Unit sold in the Initial Public Offering shall be paid to the Underwriters in cash, (ii) up to $0.15 per Public U sold in the Initial Public Offering shall be paid to the Underwriters in cash, based on the funds remaining in the Trust Account after giving effect to Public Shares that are redeemed in connection with an initial Business Combination.