Overview

We are a blank check company, also known as a Special Purpose Acquisition Company (SPAC), that was incorporated in the Cayman Islands on July 8, 2024. Our purpose is to merge with, acquire, or combine with one or more businesses. We plan to use the proceeds from our initial public offering (IPO) and private placement to identify and complete a business combination.

We expect to continue incurring significant costs as we pursue our acquisition plans, but we cannot guarantee that we will be successful in completing a business combination. The SEC has recently adopted additional rules and regulations related to SPACs, which may affect our ability to negotiate and complete our initial business combination and increase the associated costs and time.

Results of Operations

As a newly formed company, we have not engaged in any operations or generated any revenue as of March 31, 2025. Our activities have been limited to organizational tasks, preparing for the IPO, and identifying a target company for a business combination. We do not expect to generate any operating revenue until after completing a business combination.

For the three months ended March 31, 2025, we had a net loss of $42,127, which consisted of 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 negatively impacted by various factors beyond our control, such as:

• Downturns in financial markets or the economy
• Increases in oil prices, inflation, or interest rates
• Supply chain disruptions
• Declines in consumer confidence and spending
• Public health considerations
• Geopolitical instability

We cannot predict the likelihood, duration, or magnitude of these events and how they may impact our business and ability to complete a business combination.

Liquidity and Capital Resources

Prior to our IPO, our only source of liquidity was an initial purchase of Class B Ordinary Shares by our Sponsor and loans from the Sponsor, which were repaid after the IPO.

On April 3, 2025, we completed our IPO of 23,000,000 Units at $10.00 per Unit, raising gross proceeds of $230,000,000. Simultaneously, we sold 600,000 Private Placement Units to our Sponsor and Cantor at $10.00 per unit, generating an additional $6,000,000.

After the IPO and private placement, we had $230,000,000 held in the Trust Account. We incurred $15,554,267 in transaction costs, including underwriting fees and other offering costs.

We intend to use the funds in the Trust Account to complete our business combination. We may also use our share capital, debt, or a combination to finance the transaction. Any remaining funds in the Trust Account after the business combination will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue our growth strategies.

We do not believe we will need to raise additional funds to meet our expenditures prior to the business combination. However, if our estimates are inaccurate, we may need to obtain additional financing to complete the transaction or due to redemption of our public shares.

Off-Balance Sheet Arrangements and Contractual Obligations

We do not have any off-balance sheet arrangements or long-term debt, capital lease obligations, or other long-term liabilities as of March 31, 2025.

We do have a contractual obligation to pay our Sponsor $15,000 per month for office space, utilities, and administrative support services, starting April 1, 2025 and continuing until the earlier of the completion of our business combination or our liquidation.

We also owe the underwriters of our IPO a deferred underwriting discount of 4.5% of the gross proceeds (excluding the over-allotment option) and 6.5% of the over-allotment option gross proceeds, payable upon completion of our initial business combination.

Critical Accounting Estimates and Policies

As of March 31, 2025, we did not have any critical accounting estimates to disclose. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts, but we did not have any highly uncertain estimates as of the reporting date.