Summary and Analysis of Key Points

Overview

• The company is a blank check company incorporated in 2023 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
• As of March 31, 2025, the company had not yet commenced operations, with all activity relating to its formation and initial public offering (IPO).
• The company will not generate any operating revenues until after the completion of its initial business combination.

Initial Public Offering and Private Placement

• The company’s IPO was completed on November 8, 2024, raising $230 million through the sale of 23 million units at $10 per unit.
• Simultaneously, the company completed a private placement of 422,500 units to the sponsor at $10 per unit, raising $4.225 million.
• The proceeds from the IPO and private placement are held in a trust account and will be used to fund the company’s initial business combination.

Business Combination Agreement

• On April 21, 2025, the company entered into a business combination agreement with Terra Innovatum s.r.l., an Italian company.
• The transaction will result in the company becoming a wholly owned subsidiary of a newly formed Dutch public company.

Liquidity and Capital Resources

• As of March 31, 2025, the company had $1.3 million in cash held outside of the trust account, with working capital of $626,104.
• The company intends to use the net proceeds from the IPO to acquire a target business and pay related expenses.
• The company may need to obtain additional financing to consummate the initial business combination or to meet its obligations after the combination.
• The company’s ability to continue as a going concern is dependent on its ability to complete a business combination before the mandatory liquidation date.

Results of Operations

• For the three months ended March 31, 2025, the company had net income of $1.16 million, consisting of non-operating income from the trust account and operating account, partially offset by general and administrative expenses.
• The company did not have any transactions or net income for the three months ended March 31, 2024.

Contractual Obligations

• The company has an administrative services agreement with its sponsor to pay up to $55,556 per month for office space and administrative support.
• The company had a promissory note with its sponsor for up to $300,000 to fund offering costs, which was fully repaid as of March 31, 2025.
• The company may receive working capital loans from its sponsor or affiliates to finance transaction costs related to a business combination.

Outlook The company’s ability to continue as a going concern is dependent on its successful completion of a business combination before the mandatory liquidation date. While the company has entered into a business combination agreement with Terra Innovatum, there is no guarantee that the transaction will be consummated. If the company is unable to complete a business combination, it may seek shareholder approval to extend the deadline, but there is no assurance that such an extension would be granted. Failure to complete a business combination could result in the company’s liquidation, which would render the sponsor’s membership interests worthless.