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. In 2024, the SEC adopted new rules and regulations that may affect our ability to negotiate and complete our initial business combination, and could increase the associated costs and time.

Results of Operations

As of March 31, 2025, we have not engaged in any operations or generated any revenue. Our only activities have been organizational and preparing for our IPO. 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 and ability to complete a business combination could be negatively impacted by various economic 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
• Geopolitical instability

We cannot predict the likelihood, duration, or magnitude of these potential events and how they may impact our business.

Liquidity and Capital Resources

Prior to our IPO, our only source of liquidity was an initial purchase of 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 million units at $10 per unit, raising $230 million in gross proceeds. We also sold 600,000 private placement units to our sponsor and Cantor at $10 per unit, raising an additional $6 million.

After the IPO and private placement, we placed $230 million in a trust account. We incurred $15.6 million in transaction costs.

We intend to use the funds in the trust account to complete our business combination. We may also use our own capital, debt financing, or a combination to fund the transaction. If needed, our sponsor or officers/directors may provide working capital loans, up to $1.5 million of which could be convertible into units of the post-combination company.

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

Off-Balance Sheet Arrangements and Contractual Obligations

We do not have any off-balance sheet arrangements as of March 31, 2025. Our only significant contractual obligation is an agreement to pay our sponsor $15,000 per month for office space, utilities, and administrative support until our business combination is completed or we liquidate.

The underwriters of our IPO are also entitled to a deferred underwriting discount of 4.5-6.5% of the IPO 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 that date.