{"url_path":"/sec/trgsu/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2098780/0001213900-26-056601-index.html","accession_number":"0001213900-26-056601","cik":"0002098780","ticker":"TRGSU","issuer_name":"TRG Latin America Acquisitions Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2098780/0001213900-26-056601-index.html","primary_entity_key":"0002098780","primary_entity_name":"TRG Latin America Acquisitions Corp."},"word_count":1680,"has_tables":true,"body_markdown":"**Item 1A. Risk Factors.**\n\n \n\nAs a smaller reporting company\nunder Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for\ndetailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our IPO Registration\nStatement. As of the date of this Report, there have been no material changes with respect to those risk factors,\nother than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse\neffect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial\nmay also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional\nrisk factors from time to time in our future filings with the SEC.\n\n \n\n**Our search for an initial Business Combination,\nand any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected\nby current global geopolitical conditions and armed conflicts between Ukraine and Russia and in the Middle East between United States,\nIsrael and Iran and others, as well as by other events that are outside of our control.**\n\n** **\n\nOur ability to find a potential\ntarget business and the business of any company with which we may consummate a Business Combination could be materially and adversely\naffected by events that are outside of our control. For example, United States and global markets have experienced and may continue\nto experience volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and\nthe recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others. Recent hostilities between\nthe United States, Israel and Iran and others have caused significant disruption in the normal flow of oil, refined petroleum products\nand related commodities, with consequent price rises and associated economic volatility. In response to such conflicts, the North Atlantic\nTreaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United\nKingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related\nindividuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication\n(SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid\nor other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in locations related to the conflicts,\nincluding but not limited to Iran, and there have been retaliatory military responses, increasing geopolitical tensions among a number\nof nations.\n\n \n\nThe invasion of Ukraine by\nRussia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia\nand the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom,\nthe European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting\nimpact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical turmoil are highly unpredictable,\nthey could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply\nchain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks against U.S. companies. Additionally,\nany resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity\nin capital markets.\n\n \n\nSimilarly, other events outside\nof our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19 pandemic) may\narise from time to time, and any such events may cause significant volatility and declines in the global markets and have disproportionate\nimpacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply chain), and may adversely\naffect the global economy or capital markets.\n\n \n\nAny of the abovementioned\nfactors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian\ninvasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest\nAsia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination and any target\nbusiness with which we may ultimately consummate an initial Business Combination.\n\n \n\nThe extent and duration of\nthe ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly\nif current or new sanctions continue for an extended period of time, if geopolitical tensions result in expanded military operations on\na global scale or if there are disruptions in the supply of oil or other commodities.\n\n \n\n26\n\n \n\nAny such disruptions may also\nhave the effect of heightening many of the other risks described in this Item. If these disruptions or other matters of global concern\ncontinue for an extensive period of time, our ability to consummate an initial Business Combination, or the operations of a target business\nwith which we may ultimately consummate an initial Business Combination, may be materially adversely affected. In addition, our ability\nto consummate a transaction may be dependent on the ability to raise equity or debt financing, which may be impacted by these and other\nevents, including as a result of increased market volatility or decreased availability of third-party financing on acceptable terms or\nat all.\n\n** **\n\n**Military or other conflicts in Ukraine,\nbetween the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead\nto increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential\ntarget companies, which could make it more difficult for us to consummate an initial Business Combination.**\n\n** **\n\nMilitary or other conflicts\nin Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities may\nlead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential\ntarget companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty,\nany of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination\non acceptable commercial terms, or at all.\n\n \n\n**We may seek to extend the Combination Period, which could reduce\nthe amount held in our Trust Account and have adverse effects on our Company.**\n\n \n\nIf we are unable to consummate\nour initial Business Combination on or before February 27, 2028, we may seek shareholder approval to extend the Combination Period by\namending our Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion\nof their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect\nour ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing\n\n \n\n**We anticipate that our securities will be\nsuspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by February 25, 2029. Any trading\nsuspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to\nconsummate an initial Business Combination.**\n\n \n\nOur IPO Registration Statement\nwas declared effective by the SEC on February 25, 2026 and our securities are currently listed on the Global Market tier of Nasdaq. Pursuant\nto our Amended and Restated Articles, we have until February 27, 2028 to consummate our initial Business Combination.\n\n \n\nUnder the Nasdaq Rules, a\nSPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement,\nand Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq\n(the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a SPAC completes a Business Combination\nafter receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”)\nand/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities\non Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies that would immediately result\nin a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.\n\n \n\nAccordingly, were we to amend\nour Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would\nstill need to consummate our initial Business Combination on or prior to February 25, 2029 in order to avoid a suspension of our securities\nfrom trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities\ncould potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq\nsuspension and delisting could have significant material adverse consequences, including:\n\n \n\n●making our securities appear to be less attractive\nto potential target companies than the securities of an exchange listed SPAC;\n\n \n\n●limited availability of market quotations for\nour securities;\n\n \n\n●reduced liquidity for our securities;\n\n \n\n●the possibility that our Class A Ordinary Shares\nwould be deemed “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent\nrules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;\n\n \n\n●limited news and analyst coverage; and\n\n \n\n●decreased ability to issue additional securities\nor obtain additional financing in the future.\n\n \n\nIn addition, if our securities\nare delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities\nregulation and additional compliance costs.\n\n \n\n27"}