Business Description

We are a blank check company or special purpose acquisition company, incorporated on July 25, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses, which we refer to as our initial business combination throughout this Annual Report on Form 10-K. We disclosed in our Final Prospectus that while we may pursue an initial business combination target in any business or industry, we intended to focus our efforts on technology enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial services to companies of all sizes. We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop, customer proposition and market position; as well as multiple vectors to create value post-combination. Our Founder, board of directors and special advisor have decades of experience identifying, acquiring and operating leading companies in the technology sector; and has developed deep industry networks across operating executives, experts, investors and advisors. Our objective is to generate attractive returns for shareholders and enhance value through both operational improvements and new initiatives to organically or inorganically expand the target business we acquire. We expect to favor potential target businesses with certain industry and business characteristics, including long-term growth prospects, high barriers to entry, opportunities for consolidation, strong recurring revenues, sustainable operating margins and attractive free cash flow characteristics. General On February 14, 2025, we completed the Initial Public Offering of the Public Units, each comprised of one Class A Share, one Right, and one Contingent Right, generating gross proceeds of $220,000,000. Simultaneously with the closing of the Initial Public Offering, we completed the private sale of 175,000 Private Placement Units, each comprised of one Private Placement Share and one Private Placement Right, generating gross proceeds of $1,750,000. Following the closing of the Initial Public Offering, a total of $220,000,000 of the net proceeds was placed in the Trust Account. As of December 31, 2025, the Trust Account balance was approximately $228.1 million. Since the Initial Public Offering, our activity has been limited to efforts toward locating and completing a suitable initial business combination. Management Team Our Founder, Boon Sim, has a multi-decade career providing strategic advisory and investment services to boards and senior executives of multi-national Fortune 500 corporations, governments and institutional investors. Mr. Sim is the Founder and Managing Partner of Artius Capital, an investment firm focused on making private equity and growth investments in technology enabled businesses including software and fintech businesses. Mr. Sim was the founder of Artius I, a special purpose acquisition company (“SPAC”) that raised $724.5 million on Nasdaq in July 2020 and completed its business combination with carbon-negative products maker Origin Materials in June 2021. Previously, Mr. Sim was Advisory Senior Director of Temasek, a financial investment company privately-owned by the Government of Singapore, from 2016 to 2017, and President, Americas Group, Head of Markets Group and Head of Credit and Life Science Portfolio from 2012 to 2016. He was previously the Global Head of Mergers & Acquisitions at Credit Suisse. During his twenty-year career at Credit Suisse and its predecessor, The First Boston Corporation, Mr. Sim held several senior positions of increasing responsibility, including Head of M&A Americas and Co-head of Technology Group. Before joining The First Boston Corporation, Mr. Sim worked as a design engineer at Texas Instruments Inc., focusing on semiconductor design. Mr. Sim has also served on the board of directors of Canada Pension Plan Investment Board since 2020. Mr. Sim received a Master of Science (SM Engineering) degree from the Massachusetts Institute of Technology, a Master of Private & Public Management (MPPM) degree from Yale University and a Bachelor of Engineering (BEng First Class Honors) degree from the National University of Singapore.…