Overview

We are a blank check company incorporated in the Cayman Islands on May 21, 2024, formed for the purpose of completing a Business Combination with one or more businesses. We intend to use the cash from the proceeds of our Initial Public Offering and the private placement, as well as debt, shares issued to the target company’s owners, and other securities to finance the Business Combination.

We have not engaged in any operations or generated any revenue to date. Our activities have been limited to organizational tasks, preparing for the Initial Public Offering, and identifying a target company for a Business Combination. We expect to continue incurring significant costs in pursuit of our acquisition plans, but we cannot assure shareholders that our plans to complete a Business Combination will be successful.

We may seek to extend the Combination Period by amending our memorandum and articles of association, which would require shareholder approval and could lead to redemptions that decrease the amount held in our Trust Account. Additionally, if we do not meet the Nasdaq 36-Month Requirement, our securities may be subject to suspension and delisting.

Results of Operations

For the three months ended March 31, 2025, we had net income of $2,263,403, which consisted of $2,455,602 in interest earned on marketable securities held in the Trust Account, partially offset by $192,199 in general and administrative costs.

Factors That May Adversely Affect our Results of Operations

Our results of operations and ability to complete a Business Combination could be impacted by various factors, including:

• Downturns in financial markets or economic conditions
• Increases in oil prices, inflation, or interest rates
• Increases in tariffs, supply chain disruptions, or declines in consumer confidence
• Public health considerations and geopolitical instability

We cannot predict the likelihood, duration, or magnitude of these events and their potential negative impact on our business and ability to complete a Business Combination.

Liquidity, Capital Resources and Going Concern

Prior to the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor under the IPO Promissory Note.

On September 9, 2024, we consummated the Initial Public Offering of 23,000,000 Units, generating gross proceeds of $230,000,000, and the concurrent sale of 760,000 Private Placement Units to the Sponsor and BTIG, generating $7,600,000. After offering costs, we had $236,955,653 in the Trust Account as of March 31, 2025.

As of March 31, 2025, we had $612,692 in cash outside the Trust Account, which we use for identifying and evaluating target businesses, due diligence, and other transaction costs.

Our liquidity condition raises substantial doubt about our ability to continue as a going concern. We intend to complete a Business Combination before the end of the Combination Period, but there is no assurance we will be able to do so. We may need to raise additional capital through loans or investments from the Sponsor, shareholders, or third parties to meet our working capital needs.

Contractual Obligations

We have the following contractual obligations:

• Administrative services agreement to pay $2,500 per month to an affiliate of the Sponsor for office space, utilities, and administrative support
• Agreement to pay our CEO $12,500 per month for his services
• Underwriting agreement with 2% cash discount and 4.25% deferred underwriting fee payable upon completion of the Business Combination

Critical Accounting Estimates and Policies

We have not identified any critical accounting estimates. We account for our ordinary shares subject to possible redemption in accordance with FASB ASC Topic 480, recognizing changes in redemption value immediately.

Net Income per Ordinary Share

We have two classes of ordinary shares, Class A and Class B, and income and losses are shared pro rata between the two classes. Net income per ordinary share is calculated by dividing net income by the weighted average ordinary shares outstanding. Diluted net income per share is the same as basic net income per share, as the warrants are anti-dilutive.

Recent Accounting Standards

We have adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires additional segment-related disclosures. We do not believe any other recently issued accounting standards will have a material effect on our financial statements.