{"url_path":"/sec/muzew/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2093484/0001213900-26-055000-index.html","accession_number":"0001213900-26-055000","cik":"0002093484","ticker":"MUZE","issuer_name":"Muzero Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2093484/0001213900-26-055000-index.html","primary_entity_key":"0002093484","primary_entity_name":"Muzero Acquisition Corp"},"word_count":941,"has_tables":true,"body_markdown":"Item 1A. Risk Factors.\n\n \n\nAs\na smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,\nfor detailed descriptions of the risks relating to our Company, see the section titled “Risk\nFactors” contained in our (i) IPO Registration Statement and (ii) 2025 Annual Report. As of the date of this Report, there have\nbeen no material changes with respect to those risk factors, other than as indicated below.\nAny of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations\nor financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to\nconsummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time\nto time in our future filings with the SEC.\n\n \n\n*We\nanticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business\nCombination by the 36-month period in compliance with the Nasdaq 36-Month Requirement. Any trading suspension or delisting could have a material adverse effect on the trading of\nour securities and may adversely affect our ability to consummate an initial Business Combination.** *\n\n \n\nOur\nIPO Registration Statement was declared effective by the SEC on January 29, 2026 and our securities are currently listed on\nthe Global Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until February 2, 2028 to consummate our\ninitial Business Combination.\n\n \n\nUnder\nthe Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the\nNasdaq 36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing\nbefore the hearing panel of Nasdaq (the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a\nSPAC completes a Business Combination after receiving a delisting determination by the staff of the Listing Qualifications Department\nof Nasdaq (a “Staff Delisting Determination”) and/or demonstrates compliance with all applicable initial listing requirements,\nthe combined company can apply to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain\na list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq\n36-Month Requirement. \n\n \n\nAccordingly,\nwere we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business\nCombination, we would still need to consummate our initial Business Combination in compliance with the NASDAQ 36-Month\nRequirement in order to avoid a suspension of our securities from trading on and delisting from Nasdaq If Nasdaq were to suspend our\nsecurities from trading and delist our securities, our securities could potentially be quoted on an over-the-counter market. Even if\nour securities are then quoted on an over-the-counter market, our Nasdaq suspension and delisting could have significant material\nadverse consequences, including:\n\n \n\n●making\nour securities appear to be less attractive to potential target companies than the securities\nof an exchange listed SPAC;\n\n \n\n●limited\navailability of market quotations for our securities;\n\n \n\n●reduced\nliquidity for our securities;\n\n \n\n●the\npossibility that our Class A Ordinary Shares would be deemed “penny stock,” which\nwill require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules\nand possibly result in a reduced level of trading activity in the secondary trading market\nfor our securities;\n\n \n\n●limited\nnews and analyst coverage; and\n\n \n\n●decreased\nability to issue additional securities or obtain additional financing in the future.\n\n \n\nIn\naddition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be\nsubject to state securities regulation and additional compliance costs.\n\n \n\n24\n\n \n\n \n\n*Certain\nagreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.*\n\n \n\nCertain\nof the agreements related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without\nshareholder approval. Such agreements include the (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights\nAgreement, (iii) the Private Placement Units  Purchase Agreements and (iv) the Administrative Services Agreement. These agreements\ncontain various provisions that our Public Shareholders might deem to be material. For example, our Letter Agreement and the Underwriting\nAgreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Initial Shareholders,\nSponsor, officers and directors, subject to certain exceptions. Amendments or waivers to such agreements would require the consent\nof the applicable parties thereto and, in certain cases, the consent of the underwriters of the Initial Public Offering. Any such modification,\nsuch as an amendment to shorten lock-up restrictions, may benefit our Sponsor, directors, officers and Advisors. Any such amendments\nwould not require approval from our shareholders, may result in the completion of our initial Business Combination that may not\notherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, although we\nwould not amend lock-up provisions to permit securities held by our Sponsor to be freely sold prior to our initial Business Combination,\nwe may amend such provisions to permit them to be freely sold after the Business Combination earlier than they would otherwise be\npermitted, which may have an adverse effect on the price of our securities. Pursuant to the terms of the Underwriting Agreement, our\nBoard would not amend the provisions of the Letter Agreement with respect to the waiver of redemption rights with respect to the Founder\nShares."}