Overview

We are a blank check company formed in January 2025 for the purpose of merging with or acquiring another business. We have not yet engaged in any operations or generated any revenue. Our only activities so far have been organizational tasks and preparing for our initial public offering (IPO), which took place in May 2025.

Results of Operations

From our inception on January 2, 2025 through March 31, 2025, we incurred a net loss of $70,019, which consisted of general and administrative costs. We do not expect to generate any operating revenue until after we complete a business combination.

Liquidity and Capital Resources

Prior to our IPO, our only source of funding was an initial purchase of shares by our sponsor and loans from the sponsor.

On May 22, 2025, we completed our IPO, selling 25,000,000 units at $10 per unit and raising $250 million in gross proceeds. Simultaneously, we sold 430,000 private placement units to our sponsor for $4.3 million.

After the IPO and private placement, we placed $250 million in a trust account. We incurred $14,026,609 in costs related to the offering, including underwriting fees and other expenses.

We intend to use the funds in the trust account, along with any debt or equity financing, to complete a business combination. We may also use funds outside the trust account to identify and evaluate potential target companies, conduct due diligence, and negotiate a deal.

The sponsor or our officers and directors may loan us additional funds if needed to cover working capital deficiencies or transaction costs related to a business combination. These loans could be converted into private placement units after the combination.

We do not believe we will need to raise additional funds to operate our business prior to a combination. However, we may need more financing to complete a deal or if we are required to redeem a significant number of our public shares.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of March 31, 2025. Our only significant contractual obligation is an agreement to pay our sponsor $10,000 per month for office space, utilities, and administrative support.

The underwriters of our IPO are also entitled to a deferred underwriting discount of $11.25 million, payable upon completion of our initial business combination.

Critical Accounting Estimates

As of March 31, 2025, we did not have any critical accounting estimates to disclose.