Business Description

Overview We are a blank check company incorporated on August 16, 2024 as a Cayman Islands exempted company and formed 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 that the Company has not yet identified, which we refer to throughout this Report as our initial Business Combination. To date, we have not selected any Business Combination target and our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for a Business Combination target. We have also generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial Business Combination. While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on businesses in the energy and power infrastructure sectors; particularly those that are empowering or beneficiaries of the continued transition towards renewable energy. We will seek to acquire one or more businesses with an aggregate enterprise value of approximately $1.0 billion to $1.5 billion, although we may acquire a business of any size and intend to focus on businesses we believe are poised for continued growth. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto. Initial Public Offering and Private Placement On November 14, 2025, we consummated our Initial Public Offering of 28,750,000 units (“Units”) including the issuance of 3,750,000 Units as a result of the underwriter’s full exercise of its over-allotment option. Each Unit consists of one Class A Ordinary Share of the Company, par value $0.0001 per share and one-third of one redeemable Warrant, each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to certain adjustments. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously with the consummation of the IPO, the Company consummated a private placement of 2,500,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating total proceeds of $2,500,000. The Private Placement Warrants were purchased by the Sponsor. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO except that the Private Placement Warrants: (1) will not be redeemable by the Company; (2) may not (and the Ordinary Shares issuable upon exercise of the Private Placement Warrants may not), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination; (3) may be exercised by the holders on a cashless basis; and (4) are entitled to registration rights (including in respect of the Ordinary Shares issuable upon exercise of the Private Placement Warrants). A total of $287,500,000, comprised of $287,250,000 of the proceeds from the Initial Public Offering and $250,000 of the proceeds of the private placement, was placed in the Trust Account maintained by Continental, acting as trustee. It is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team is led by Ole Slorer, our Chief Executive Officer, and Benjamin Atkins, our Chief Financial Officer. We must complete our initial Business Combination by November 14, 2027, which is 24 months from the closing of our Initial Public Offering, unless we seek and obtain shareholder approval to amend our Amended and Restated Charter in order to extend the Combination Period. If our initial Business Combination is not consummated by the end of our Combination Period (as extended, if applicable), then our existence will terminate, and we will distribute all amounts in the Trust Account, as described further herein. As noted above, we may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by obtaining shareholder approval to amend our Amended and Restated Charter.…